As filed with the U.S. Securities and Exchange Commission on June 16, 2025.

Registration No. 333-286203

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

AMENDMENT NO. 2 TO

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

______________________

BUUU Group Limited
(Exact name of registrant as specified in its charter)

______________________

______________________

Flat B, 16/F, Ford Glory Plaza
37 Wing Hong Street
Cheung Sha Wan, Hong Kong
+852 3705 5244
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

______________________

c/o Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________

Copies to:

______________________

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

____________

†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

BUUU Group Limited

1,500,000 Class A Ordinary Shares

This is an initial public offering (the “Offering”) of 1,500,000 Class A Ordinary Shares of no par value (the “Class A Ordinary Shares”), of BUUU Group Limited (“BUUU”, the “Company”). We anticipate that the initial public offering price (the “Offering Price”) will be between US$4.00 and US$6.00 per Ordinary Share. We are offering 1,500,000 Class A Ordinary Shares of our Company, on a firm commitment basis, representing 13.04% of the Class A Ordinary Shares following completion of the offering of our Company.

Prior to this Offering, there has been no public market for our Class A Ordinary Shares. We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “BUUU.” This Offering is contingent upon us listing our Class A Ordinary Shares on the Nasdaq Capital Market, or Nasdaq. However, there is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this Offering cannot be completed.

BUUU’s issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Class A Ordinary Shares are the only class of Ordinary Shares being offered in this Offering. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all resolutions of the shareholders and have the same rights except each Class A Ordinary Share shall entitle its holder to one (1) vote and each Class B Ordinary Share shall entitle its holder to twenty (20) votes. Class A Ordinary Shares and Class B Ordinary Shares are not convertible into each other.

Following this Offering, BUBI Services Limited (“BUBI”), our Controlling Shareholder, will retain controlling voting power in the Company based on having approximately 95.10% of the aggregate voting power of our issued and outstanding Class A and Class B Ordinary Shares, assuming that the underwriters do not exercise their over-allotment option. BUBI is ultimately owned as to 40% by Ms. Nana CHAN, our chair of the board and director, and 40% by Mr. Wai Kong POON, our Chief Executive Officer and Director. As a result, acting together, Ms. Chan and Mr. Poon can control the outcome of matters submitted to the shareholders for approval through BUBI. We may be deemed a “controlled company” within the meaning of the Nasdaq listing rules, and we may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders. For a more detailed discussion of the risk of the Company being a controlled company, see “Risk Factors — Risks Related to Our Corporate Structure — Our corporate actions will be substantially controlled by our Controlling Shareholder, BUBI Services Limited, which will have the ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your Class A Ordinary Shares and materially reduce the value of your investment. Additionally, we may be deemed to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders” on page 38 and “Prospectus Summary — Implication of Being a Controlled Company” on page 14 of this prospectus.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment.    See “Risk Factors” beginning on page 19 to read about factors you should consider before buying our Class A Ordinary Shares.

We are an “emerging growth company” and a “foreign private issuer” under the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an “Emerging Growth Company” and “Implications of Our Being a Foreign Private Issuer” on page 13 and page 14 for additional information.

BUUU Group Limited, or BUUU, is a holding company incorporated in British Virgin Islands (“BVI”). BUUU is not a Chinese or Hong Kong operating company but is a holding company incorporated in the BVI. As a holding company with no material operations, BUUU conducts all of its operations through its operating entities, BU Creation Limited (“BU Creation”) and BU Workshop Limited (“BU Workshop”) (collectively, the “Operating Subsidiaries”), both of which are companies incorporated in Hong Kong. Investors in our Class A Ordinary Shares should be aware that they will not and may never directly hold equity interests in the Operating Subsidiaries, but rather purchasing equity solely in BUUU, the BVI holding company. This structure involves unique risks to the investors, and the PRC regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities BUUU is registering for sale, including that such event could cause the value of such securities to significantly decline or become worthless.

All of our operations are conducted by our Operating Subsidiaries in Hong Kong, which is a special administrative region of the PRC. We currently do not have any operations in Mainland China. We do not have any operation or maintain an office or personnel in Mainland China, nor currently do we have, nor intend to have, any contractual arrangements to establish a variable interest entity (“VIE”) structure with any entity in Mainland China. However, since (1) our operations are located in Hong Kong, which is a special administrative region of the PRC, and (2) some of our customers are Mainland China companies, Mainland China individuals, or companies that have shareholders or directors that are Mainland China individuals, we are subject to certain legal and operational risks associated with our Operating Subsidiaries being based in Hong Kong, and the legal and operational risks associated with operating in Mainland China may also apply to our operations in Hong Kong. We may be subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to the cybersecurity, data security, and the oversight and control over overseas securities offerings by the PRC government. We are also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard. The PRC government may intervene or influence the current and future operations in Hong Kong at any time, or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers likes us. Such governmental actions:

•        could result in a material change in our operations and/or the value of our Class A Ordinary Shares;

•        could significantly limit or completely hinder our ability to continue our operations;

•        could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and

•        may cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

See “Risk Factors — Risks Related to Doing Business in Hong Kong — All of our operations are in Hong Kong. However, due to the long-arm application of the current Mainland China laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business and may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Our subsidiaries in Hong Kong may be subject to certain PRC laws and regulations, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules and the enforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the Mainland China legal and regulatory system cannot be certain” on page 29; and “Risk Factors — Risks Related to Doing Business in Hong Kong — If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless” on page 34.

We are aware that, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. No effective laws or regulations in the PRC explicitly require the Company to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities for the Company’s overseas listing plan, nor has the Company or any of the Operating Subsidiaries received any inquiry, notice, warning or sanctions regarding the planned overseas listing from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the Company’s daily business operation, the ability to accept foreign investments and list on an U.S. exchange. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and could cause the value of our securities to significantly decline or become worthless. See “Prospectus Summary — Recent Regulatory Development in the PRC.”

On February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Administrative Measures, and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Administrative Measures, (i) domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Administrative Measures within three working days following their submission of initial public offerings or listing applications. If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic companies; and (B) the majority of the issuer’s business activities are carried out in mainland China, or its main place(s) of business are located in mainland China, or the majority of its senior management team in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. In such circumstances, where a PRC domestic company is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.

Based on the above mentioned, given that (i) the Company currently does not have, nor do it currently intend to establish, any subsidiary nor plan to enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China; (ii) it is not controlled by any Mainland China entity or individual; (iii) it does not have any operation in the Mainland China, nor does it have any partnership or cooperation with any Mainland China entity or individual; (iv) it currently does not have, nor does it plan to have, any investment, such as owning or leasing any asset, in the Mainland China; (v) none of the senior managers in charge of the business operations and management are citizens of the Mainland China or domiciled in Mainland China; and (vi) no revenue of the Company is generated from the Mainland China, this Offering shall not be deemed as a domestic enterprise that indirectly offer or list securities on an overseas stock exchange, nor does it requires filing or approvals from the CSRC. Further, we believe that the Company is not considered a domestic enterprise under the Trial Administrative Measures and the Trial Administrative Measures do not apply to the Company, and its listing on Nasdaq does not require fulfilling the filing procedure to the CSRC. However, given the uncertainties arising from the legal system in the PRC and Hong Kong, including uncertainties regarding the interpretation and enforcement of the PRC laws and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC or other PRC governmental approvals for this Offering.

If we or our Operating Subsidiaries inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to investigations by regulators, fines or penalties, ordered to suspend our relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. If we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into the Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be

materially and adversely affected. See “Risk Factors — Risks Relating to Doing Business in Hong Kong — If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.” on page 34.

Our Class A Ordinary Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determines that it is unable to inspect or fully investigate our auditor and as a result the exchange where our securities are traded may delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the Securities and Exchange Commission (“SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable to inspect or investigate completely certain named registered public accounting firms headquartered in Mainland China and Hong Kong.

Our auditor, Onestop Assurance PAC, is headquartered in Singapore and registered with the PCAOB. Our auditor is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards, with the last inspection occurring in July 2023. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the Determinations announced by the PCAOB on December 16, 2021. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S law. It includes three provisions that, if abided by, would grant the PCAOB complete access for the first time: (1) the PCAOB has sole discretion to select the firms, audit engagements and potential violations it inspects and investigates — without consultation with, nor input from, PRC authorities; (2) procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; and (3) the PCAOB has direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. Our auditor, Onestop Assurance PAC, has no auditor’s work papers in China as of the date of this prospectus. On December 15, 2022, the PCAOB announced that it has completed a test inspection of two selected auditing firms in mainland China and Hong Kong and has voted to vacate its previous Determination report, which concluded in December 2021 that the PCAOB could not inspect or investigate completely registered public accounting firms based in mainland China or Hong Kong.

However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and has resumed regular inspections since March 2023. The PCAOB is continuing pursuing ongoing investigations and may initiate new investigations as needed. There can be no assurance that China will abide by the Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China and that on-site inspections and investigations of firms headquartered in mainland China and Hong Kong will occur and allows for full and timely access to information. In the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. These recent developments could also add uncertainties to this Offering and we cannot assure you that the Nasdaq Capital Market or regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. See “Risk Factors — Risks Related to Our Class A Ordinary Shares and This Offering — Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act

discussion of how the cash is transferred within our organization, see “Prospectus Summary — Transfers of cash to and from our subsidiaries” on page 4, “Prospectus Summary — Risk Factors Summary” on page 6, and “Risk Factors — Risks related to our corporate structure — We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiaries by the PRC government to transfer cash. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.” on page 40, and our consolidated financial statements and related notes included elsewhere in this prospectus.

BUUU, our BVI holding company, since its incorporation on April 16, 2024, has not declared or made any dividend or other distribution to its shareholders, including U.S. investors, in the past, nor have any dividends or distributions been made by our subsidiaries to the BVI holding company. Furthermore, no payments of any kind (including transfers, capital contributions and loans) have been made between BUUU and its subsidiaries, or by the Operating Subsidiaries to BUUU. On September 1, 2024, BU Creation Limited and BU Workshop Limited declared a cash dividend of HK$7.1 million (approximately US$909,090) and HK$1.4 million (approximately US$179,257), respectively, to their then shareholders, for the purpose of distribution of retained profits. Save as disclosed above, as of the date of the prospectus, and for the six-month periods ended December 31, 2023 and 2024 and the fiscal year ended June 30, 2023 and 2024, our Operating Subsidiaries have not declared any dividends to their then shareholders, before the incorporation of BUUU. We do not have any present plan to declare or pay any dividends on our Class A Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

We are an “emerging growth company” and a “foreign private issuer” under the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an “Emerging Growth Company” and “Implications of Our Being a Foreign Private Issuer” on pages 13 and 14 for additional information.

____________

(1)      Initial public offering price per share is assumed as US$5.00, which is the midpoint of the range set forth on the cover page of this prospectus.

(2)      We have agreed to pay the underwriters a discount equal to 7.0% of the gross proceeds of the offering. For a description of the other compensation to be received by the underwriters, see “Underwriting” beginning on page 129.

(3)      Excludes fees and expenses payable to the underwriters.

(4)      Assumes that the underwriters do not exercise any portion of their over-allotment option.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This Offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares offered by the Company if any such shares are taken. We have granted the underwriters an option, exercisable one or more times in whole or in part, to purchase up to 225,000 additional Class A Ordinary Shares from us at the initial public offering price, less underwriting discounts, within 45 days from the closing of this Offering to cover over-allotments, if any. If the underwriters exercise the option in full, assuming the public offering price per share is US$5.00 (the midpoint of the range set forth on the cover page of this prospectus), the total underwriting discounts payable will be US$603,750, and the total proceeds to us, before expenses, will be US$8,021,250.

We expect our total cash expenses for this Offering to be approximately US$1,190,835, including expenses payable to the underwriters for their reasonable out-of-pocket expenses and non-accountable expense allowance, exclusive of the above discounts.

If we complete this Offering, net proceeds will be delivered to us on the closing date.

The underwriters expect to deliver the Class A Ordinary Shares against payment as set forth under “Underwriting” on or about [•] 2025.

The date of this prospectus is [•], 2025

TABLE OF CONTENTS

We and the Underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the Underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the BVI. You should not rely upon any information about us that is not contained in this prospectus or in one of our public reports filed with the Securities and Exchange Commission (“SEC”) and incorporated into this prospectus. The information in this registration statement is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in our proposed Offering, and only the prospectus dated hereof, is authorized by us to be used in connection with our proposed Offering. Our business, financial condition, results of operations, and prospects may have changed since that date.

No action is being taken in any jurisdiction outside the U.S. to permit a public offering of our securities or possession or distribution of this prospectus in any such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the U.S. are required to inform themselves about and to observe any restrictions about this Offering and the distribution of this prospectus applicable to those jurisdictions.

Until and including ________, 2025 (the 25th days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

MARKET AND INDUSTRY DATA

Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, reports of governmental and international agencies and industry publications and surveys. Industry publications and third-party research, surveys and reports generally indicate that their information has been obtained from sources believed to be reliable. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

PRESENTATION OF FINANCIAL INFORMATION

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated, may not be the arithmetic aggregation of the percentages that precede them.

Our financial year ends on June 30 of each year. References in this prospectus to a financial year, such as “financial year 2024,” relate to our financial year ended June 30 of that calendar year.

Financial Information in U.S. Dollars

Our reporting currency is the United States Dollar. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Hong Kong dollars into U.S. dollars for the six-month period ended December 31, 2024 and 2023 were made at HK$7.79 to US$1.00 and HK$7.82 to US$1.00, and for the fiscal years ended 2023 and 2024 were made at HK$7.84 to US$1.00 and HK$7.81 to US$1.00, the exchange rate set forth in the H10 statistical release of the Federal Reserve Board on December 31, 2024 and December 29, 2023, June 30, 2023 and June 28, 2024, respectively.

We make no representation that the Hong Kong or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Hong Kong dollars, as the case may be, at any particular rate or at all.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Except where the context otherwise requires and for purposes of this prospectus only, references to:

•        “Amended and Restated Memorandum and Articles of Association” refers to the current amended and restated memorandum and articles of association of BUUU (as defined below), as filed with the Registry of Corporate Affairs in the British Virgin Islands on October 18, 2024;

•        “BUUU” and “Company” refers to BUUU Group Limited, a BVI business company with limited liability incorporated under the laws of BVI, and the holding company of our businesses;

•        “BVI” refers to the British Virgin Islands;

•        “BVI Act” refers to the BVI Business Companies Act, 2020 (as amended);

•        “CAGR” refers to compounded annual growth rate, the year-on-year growth rate over a specific period of time;

•        “Controlling Shareholder” refers to BUBI Services Limited, or BUBI, a company incorporated under the laws of British Virgin Islands;

•        “Class A Ordinary Shares” refers to the Class A Ordinary Shares of BUUU (as defined below) of no par value and entitled to one (1) vote per share;

•        “Class B Ordinary Shares” refers to the Class B Ordinary Shares of BUUU (as defined below) of no par value and entitled to twenty (20) votes per share;

•        “GIH Industry Information Sheet” or “Industry Information Sheet” refer to the industry sheet commissioned by us and prepared by GOVEN Intelligence Holdings Limited, or “GIH,” an independent research firm, titled “GIH Industry Information Sheet”, to provide information regarding our industry and our market position in Hong Kong;

•        “Hong Kong dollar(s)”, or “HK$” refer to the legal currency of Hong Kong;

•        “Hong Kong” or “HKSAR” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

•        “Mainland China” refers to the mainland of the People’s Republic of China; excluding Taiwan, Hong Kong and the Macau Special Administrative Regions of the People’s Republic of China for the purposes of this prospectus only;

•        “Operating Subsidiaries” refers to BU Creation Limited and BU Workshop Limited, both of which are companies with limited liability incorporated under the laws of Hong Kong and subsidiaries of BUUU;

•        “Ordinary Shares” refers to Class A and Class B Ordinary Shares;

•        “PRC” refer to the People’s Republic of China, including Hong Kong and the Macau Special Administrative Regions of the People’s Republic of China;

•        “PRC government” are to the government and governmental authorities of Mainland China for the purposes of this prospectus only;

•        “SEC” refers to the United States Securities and Exchange Commission;

•        “US$”, “$”, or “U.S. dollar(s)” refer to the legal currency of the United States;

•        “U.S.”, or “United States” refers to the United States of America;

•        “U.S. GAAP” refers to generally accepted accounting principles in the United States; and

•        “We”, “Group”, “us”, “or “our” refer to BUUU Group Limited, the BVI holding company that will issue the Class A Ordinary Shares being offered, and its subsidiaries.

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

This prospectus contains information derived from various public sources and certain information from an industry report commissioned by us and prepared by GIH, a third-party industry research firm, to provide information regarding our industry and market position. Industry publications, research, surveys, studies, and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Industry data, projections and estimates are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. Neither we, the Underwriters nor any other party involved in this offering has independently verified such information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus, and to risks due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these forecasts and other forward-looking information.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and, in the documents, referenced above are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

Our business is project-based and profitability is dependent on the negotiated terms under each of the agreement through our Operating Subsidiaries, and may vary from project to project. There is no assurance that our customers will continue to retain our services.

We offer our services to clients on an individual project basis and typically do not enter into long-term contracts with them. The customers normally engage us on an as-needed basis and suit their event management needs for each project. As a result, the amount of work our clients commission us for can fluctuate, and they are under no obligation to hire us for future projects. The terms of the project agreements are negotiated independently. Therefore, the key terms of the agreements, namely, the scope of services, fees, the method and timing of payment vary from project to project. Moreover, various factors, such as the budget of the customers and the general market conditions, are unpredictable and beyond our control. As such, there is no assurance that we will be able to retain enough clients to sustain our current financial performance. Our ability to keep existing clients and attract new ones depends on various factors, such as the quality of our services, our marketing efforts, market demand for our offerings, and industry competition, many of which are beyond our control. Consequently, we might face challenges in maintaining our client base or attracting new business, which could lead to an adverse impact on our operations and financial results.

Customer retention is a critical component of our strategic business plan. There is no guarantee that our customers will continue to utilize our services to fulfil their ongoing needs, particularly in the face of offerings from competitors. Various factors may contribute to a decline in our customer retention rates, including:

•        our inability to demonstrate the value of our services to customers;

•        the pricing, performance, and functionality of our services;

•        the availability, pricing, performance, and functionality of competing services;

•        clients discontinuing the use of or anticipating a decreased need for our services in their operations;

•        consolidation within our customer base;

•        the impact of economic downturns and global economic conditions; or

•        reductions in our customers’ spending levels.

If our customer retention rates are lower than expected or decline for any reason, it may result in a decrease in our sales and adversely affect our profitability. Such outcomes could negatively impact our results of operations, financial position, and cash flow.

The quality of our customer support and service offerings is paramount to our clients, and any failure to maintain high standards could result in clients discontinuing the use of our services, potentially leading to a decline in our sales.

Providing quality customer support is essential for the successful promotion of our services. If we are unable to deliver a level of customer support and service that meets or exceeds our clients’ expectations, we may experience adverse consequences, including loss of clients and market share, inability to attract new customers, increased costs associated with service and support, and diversion of resources. Such outcomes could have a negative impact on our results of operations, financial position, and cash flow.

We are exposed to credit risks with our customers.

We typically grant our customers a credit period ranging from 60 to 90 days from the invoice date. Our average accounts receivable turnover days were approximately 62.4 days, and 37.1 days and 44.6 days for the six months ended December 31, 2024, and financial year ended June 30, 2023 and 2024 respectively. We do not have access to all the information necessary to form a comprehensive view on creditworthiness, as the complete financial and operational conditions of customers are not always available to us, and we may not be in any position to obtain such information.

Our customers may be unable to meet their contractual payment obligations to us, either in a timely manner or at all. The reasons for payment delays, cancellations, or default by our customers may include insolvency or bankruptcy, or insufficient financing or working capital due to late payments by their respective customers. While we did not experience any material cancellations by our customers during the six months ended December 31, 2024 and 2023, and the financial year ended June 30, 2023 and 2024, there is no assurance that our customers will not cancel their contracts and/or refuse to make payment in the future in a timely manner or at all.

We may not be able to enforce our contractual rights to receive payment through legal proceedings. In the event that we are unable to collect payments from our customers, we are still obliged to pay our suppliers in a timely manner. As a result, if any of our major customers experience any financial difficulty and fail to settle the outstanding amounts due to us in accordance with the agreed credit terms, our working capital position may be adversely affected and our business, financial condition and results of operations may be adversely affected.

Our revenue and cost of sales may experience fluctuations from period to period due to variations in the services required by our customers and the timing of event completions.

We generally derives our revenue from service contracts, with each contract sum being determined with reference to quotations that are formulated on a cost-plus margin basis and substantially agreed upon between customers and us at the time when a project is awarded to us. Our revenue can vary significantly from period to period depending on the specific services requested by our customers. While our fee under such service contracts with our customers are generally due for payment at the end of our services, some of our suppliers may require an upfront payment at the time of their engagement. This timing discrepancy creates potential cash flow challenges. There can be no assurance that we will have sufficient cash flow to meet our obligations to suppliers, or that our customers will pay us on time to satisfy the amount due to our suppliers. If we are unable to generate enough cash flow, our suppliers may cease their provision of goods and services to us, which will materially and adversely affect our business operations and hence our business performance and financial condition. Furthermore, since our fees are generally pre-determined when a project is awarded, any substantial increase in the cost of sales may materially and adversely affect the results of operations and financial condition. Our Operating Subsidiaries do not enter into long-term supply contracts with its suppliers or subcontractors, so there is no assurance that they will not significantly increase the prices of their labor, materials and subcontracting charges in the future. There is also no assurance that our Operating Subsidiaries will be able to pass any increase in costs of sales to the customers in order to maintain gross profit margins. If we experience any significant/material increase in cost of sales, our gross profit margin might decrease and the business operations and financial position might be materially and adversely affected.

Additionally, the progress of our events, is subject to various factors beyond our control, such as obtaining the necessary licenses or permits from respective authorities and postponements of events. These factors can further influence the cash flow generated from our operations. Any delays in the completion of our events may result in deferred payments from our customers, thereby adversely affecting our cash flow and results of operations. If projects remain incomplete after a substantial amount of time and costs have been incurred by our Group, our results of operations and financial position may be adversely affected.

Our failure to maintain the confidentiality, integrity, and availability of our systems, software, and solutions could seriously damage our reputation and affect our ability to retain customers and attract new business.

Ensuring the confidentiality, integrity, and availability of our systems, software, and work processes is critical to our operations and to our customers, as we store and exchange proprietary and confidential information of our customers from time to time, including material non-public information. Maintaining effective and up-to-date security measures requires significant capital expenditures. Despite having backup capabilities for all critical systems and facilities, certain emergencies or contingencies, such as a computer virus attack, natural disaster, widespread power outage, or terrorist attack, could temporarily disrupt our operations and computer systems.

The inadvertent disclosure of information stored on our systems due to human error, security breaches through hacking or cybercrime, or leaks resulting from employee misconduct could severely damage our reputation and cause significant reputational harm to our clients. Techniques used to gain unauthorized access to, or to sabotage, systems evolve rapidly and are often undetected until executed. As with all software solutions, our software may be vulnerable to such attacks. These attacks could disrupt the proper functioning of our IT infrastructure, introduce errors in the output of our clients’ work, allow unauthorized access to sensitive, proprietary, or confidential information, and result in other undesirable or destructive outcomes.

Furthermore, during our production process, third-party service providers may access confidential customer information, exposing us to additional risks of information leaks or breaches of confidentiality obligations. An actual or perceived information leak or security breach could result in significant reputational damage, loss of clients, legal actions, and potential liability, any of which could materially and adversely affect our financial performance.

We engage our suppliers on an individual project basis, and their failure to meet our requirements may affect the quality of our services.

We engage our suppliers on an individual project basis and do not enter into long-term agreements with them. Consequently, the availability and willingness of our suppliers to provide services to us are only known when we request their services. We cannot guarantee that we will be successful in maintaining our working relationships with our suppliers. Additionally, we do not have direct control over the prices charged by our suppliers. Our suppliers typically have prescribed price lists, which are revised periodically. We cannot ensure that we will be able to secure quotations at current price levels for our outsourced works in the future. In the event that our suppliers refuse or are unavailable to provide services to us or significantly increase their prices, we may be unable to provide timely services to our customers or meet their requirements if we cannot engage alternative service providers at a reasonable price. Furthermore, we may incur additional operational costs, which may not be passed on to our customers. Consequently, our operations, business, reputation, and profitability may be adversely affected.

We have no control over the operations of our suppliers and cannot guarantee that we will be able to monitor their work processes as directly and effectively as monitoring our own staff. Our suppliers may fail to meet our requirements, which may lead to our failure to provide timely and quality services to our customers. Any failure of our suppliers to meet our requirements or schedule may materially and adversely affect our reputation and operational results. If our suppliers fail to meet our expectations or provide services, and we receive complaints from our customers, we may incur extra costs to rectify the works, or incur litigation costs and possible damages, which would adversely and materially affect our financial performance.

Our insurance coverage may be inadequate to protect us from potential losses.

We have obtained insurance to cover certain potential risks and liabilities, and we believe that our insurance coverage is in line with the industry standard. We provide work-related injury insurance for our employees, director life insurance and property all risks insurance for our office facilities. We have also obtained one-off insurances for our events on an as-needed basis, such as contractors’ all risks insurance and public liability insurance. There can be no assurance that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policies on a timely basis or at all. Even if the insurance is sufficient, such claims may damage its reputation. In addition, there is no guarantee that its insurance premiums, which are generally dependent on various factors, such as the scope and value of the project and insurance claim record, will not increase in the future. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition, and results of operations could be materially and adversely affected.

There is no guarantee that safety measures and procedures implemented by our Operating Subsidiaries at works or event sites could prevent the occurrence of industrial accidents of all kinds, which in turn might lead to claims and legal proceedings against us, arising from work injuries or accidents, and/or property damage.

Owing to the nature of our business, there are inherent risks of work injuries or accidents occurring in the course of our operations, particularly in carrying out physical works at the event sites by our subcontractors and their workers. If the safety measures and procedures implemented at the work sites are insufficient or not strictly adhered to by our subcontractors or their workers, it may result in accidents which would in turn lead to claims and legal proceedings against us for employees’ compensation, common law personal injury claims, fatal accidents, and/or property damage against us. If we are involved in any litigation or legal proceedings, the outcome of such proceedings could result

in settlements or results which could adversely affect our financial condition. In addition, any litigation or legal proceedings could involve in substantial legal expenses as well as significant time and attention of our management, diverting their attention from our operations, and result in negative publicity against us. These would result in significant financial loss, damages to our reputation in the industry, and adversely affect our financial condition.

Our final billings to our customers may differ from the initial quotations and we may encounter disagreements with our customers in relation to the final billings.

Our customers may on occasions request for additional services, such as add-on requests, and accordingly the respective final billings may differ from the initial quotations we provided. Additional charges may also be incurred due to increases and variations in the requirements of our customers in relation to the specifications of the documents after commencement of the projects. We usually request confirmations or acknowledgements from them prior to providing those additional or varied services. However, we cannot guarantee that our customers would not disagree on the sum charged in the final billings. Our customers may refuse to pay the additional charges, which may affect our cash flow and financial performance.

Our services fees are determined based on the estimated time and costs involved in a project, which may deviate from the actual time and costs incurred, and as a consequence, an inaccurate estimation of costs to be incurred may adversely affect our financial results.

Our fee quotations provided to our customers are derived after taking into consideration, among others, labour costs, costs charged by our suppliers, the prevailing market rate of similar services offered in the market and length of our business relationship with the customer. Save for any add-on requests from our customers, our service fee will be fixed once the contract has been signed and any additional costs incurred during the service period would be borne by us. As such, cost management is critical in ensuring that each of our project meets its budgeted profit margin. There is no assurance that the costs estimated at the beginning of a contract will not be exceeded during the course of the contract period as the duration of our projects may vary. Cost overruns may arise from an increase in costs of material, increase in manpower requirements to cope with any unexpected delays so that the project may be completed in accordance with customer’s target schedule, and other unforeseen circumstances. The duration of a project may also affect the risk of cost overruns, and the longer the duration, the higher the risk of cost overruns. If we are unable to keep our costs within our original estimates, or we are not able to fully cover the increases in costs, our business operations, financial results and profitability may be adversely affected. In the event that we fail to properly or accurately estimate the time and costs of a project, or if there is any unforeseen factor leading to any substantial increase in such time and costs, we may be subject to cost overruns and liquidated damages or compensation claimed by customers. This will result in a lower profit margin and the financial performance may be materially and adversely affected.

Our business is subject to seasonality.

Our business has experienced seasonality. The demand of our services highly depends on the activity during major festivals, holidays, and the summer season in Hong Kong. During the six months ended December 31, 2024 and 2023, we experienced higher demands for our services during Christmas, during the years ended June 30, 2024 and 2023, we experienced higher demands for our services during Easter, the summer holiday, and Christmas. Accordingly, the demand for our services during such peak periods is generally higher and our financial performance may be better than the other seasons and may not accurately indicate our overall performance for the entire year. During non-peak seasons, we face certain fixed-cost expenses, such as rental and staff expenses, thereby our financial performance may be affected if there is less demand for our services during the relevant non-peak periods.

Undetected errors or failures in our services could adversely affect our reputation and profitability, potentially causing significant harm to our business.

Our services and deliverables may contain undetected errors at various stages of the process. Some of our customers require it to commit to technical standards with respect to design, safety or environmental requirements. We employ rigorous quality assurance procedures to ensure that our services and deliverables meet our customers’ needs and requirements. However, despite these procedures, errors may go unnoticed until after the services have been delivered to customers. Any such defects could also cause reputational harm, which could discourage business opportunities or new customers. This could adversely affect our reputation and profitability, cause client dissatisfaction, and result in a reduction in net sales and margins, all of which could adversely affect our business. Moreover, severe technical defects

could lead to incidents of personal injuries or property damages, which could result in expensive and time-consuming litigation and damage payments. If any of the foregoing events occur, our business and financial performance could be materially and adversely affected.

We currently do not own the properties on which we carry out our business, and we are exposed to the risks associated with the commercial real estate rental market.

The properties occupied by us for our office and business purposes is leased from an independent third party. The term of the existing tenancy agreements is 2 years, expiring on January 15, 2026. Consequently, we are susceptible to rental fluctuations from time to time. Should there be a significant increase in the rental expenses for our existing leased properties, our operating expenses and pressure on our operating cash flow will increase, thereby materially and adversely affecting our business, results of operations, financial position, and prospects.

Additionally, there is no assurance that we will successfully renew the tenancy agreements for the relevant premises on commercially acceptable terms, or at all. There is also no assurance that such tenancy agreements will not be terminated before their expiration. Termination of our leases may occur beyond our control, such as breaches of agreements by the lessor of the premises. In such cases, we may need to relocate to another location, and additional costs would be incurred, adversely affecting our results of operations.

Furthermore, any disruption to our business operations due to relocation could lead to loss of productivity, interruption of services to our customers, and potential reputational damage. Finding suitable alternative premises on short notice may also be challenging and may come at a higher cost. These factors could collectively impair our ability to operate efficiently, thus negatively impacting our financial performance and overall business stability.

The commercial real estate rental market is influenced by various external factors, including economic conditions, changes in property market dynamics, and regulatory developments. Any adverse changes in these factors could further complicate our leasing situation, making it more difficult to secure favorable terms for our office space. Consequently, maintaining our current property or relocating to a new one may involve substantial financial and operational challenges, potentially hindering our growth and profitability.

Our operations may be interrupted by malfunctions or deficiencies in our IT infrastructure.

Our operations depend largely on the reliability and integrity of our IT infrastructure, which we rely on to electronically (i) communicate with our customers and suppliers; and (ii) carry out our design works. Accordingly, any interruption to our IT infrastructure may disrupt our operations and the continuous provision of our services.

We also rely on our IT infrastructure to protect the confidential and price-sensitive information we handle from unauthorized access. While we strive to maintain high standards of performance, reliability, and security of our IT infrastructure, we may still experience unexpected network interruptions, security breaches, or other system malfunctions, which may lead to leakage of such confidential and price sensitive information, and interruptions to the provision of our services. In such event, we may be susceptible to liabilities, such as complaints, claims or legal actions, which may also adversely affect our reputation and our business.

Our operations and provision of services may be disrupted if our office premises or our IT infrastructure are required to suspend operations due to the occurrence of events such as fires, power outages, hardware and software failures, terrorist attacks or other natural or man-made disasters. If such event happens and we are unable to respond promptly, we may have to suspend our operations and accordingly, our business may be adversely affected and the confidence of our customers in us may also be negatively affected.

Some of our systems and services are developed by third parties or supported by third-party hardware and software, and our business and reputation could be negatively impacted if these third-party systems and services fail to perform properly or are no longer available to us.

Certain systems and services that we provide are developed by third parties or rely on hardware we purchase or lease, as well as software licensed from third parties. The continued availability of these systems and services, as well as the hardware and software necessary for their operation, is not guaranteed on commercially reasonable terms, or at all. Any loss of the right to use this hardware or software could cause delays in the provisioning of our services, negatively impacting our business until we develop equivalent technology or identify, obtain, and integrate alternative solutions,

if available. Additionally, our hardware vendors or software licensors may increase their prices, adversely affecting our business, operating results, and financial condition. Transitioning to new hardware vendors or software licensors could also detract our management’s focus from ongoing operations and cause operational delays.

Furthermore, third-party software underlying our services may contain undetected errors or bugs. We may be required to delay the commercial release of our services until any identified issues are resolved, and in some cases, we may need to implement enhancements or modifications to correct errors that are not detected until after deployment. Such delays and modifications could adversely affect our business, reputation, and financial performance.

Failing to keep pace with technological advancements and evolving client needs could adversely affect our business. If we are unable to effectively develop, launch, or integrate new technologies into our services, it may harm our reputation, reduce our sales, and negatively impact our operating income.

Our success in attracting new customers and increasing sales to existing ones heavily depends on our ability to improve and enhance our current services through technological innovation, whether through acquisitions or internal development. Our financial performance could suffer if our technological development does not meet our clients’ requirements, is not synchronized with market opportunities, or is not efficiently launched.

When developing new services or upgrading existing ones, there is no guarantee that these services or upgrades will be released on time or will be free from defects due to poor planning, execution, or other issues during development. If such problems occur, we could face negative publicity, damage to our reputation, loss of net sales, delays in market acceptance, or client claims against us. Moreover, significant investments in technological upgrades and enhancements may not yield a sustainable competitive edge. If clients do not widely adopt our services or innovations, the investments we have made may not be justified.

Should we fail to develop, license, or acquire new technological solutions or enhancements to our current services in a timely and cost-effective manner, or if our new or enhanced technological solutions do not gain market acceptance, our business, operational results, and financial condition could be materially and negatively impacted.

Our business is dependent on information technology and is subject to cybersecurity risks. A cyberattack may disrupt our operations and compromise the personal data of our customers.

We rely on information technology to maintain our electronic systems and database in the course of our business operations. Our suppliers’ and customers’ information, communications of our clients and our design artworks are electronically recorded in our systems. While we take measures to ensure the security of our information technology systems, our systems are susceptible to outages from fire, floods, power loss, telecommunications failures, data leakage, human error, hacking and break-ins, cyber-attacks and similar events. The occurrence of any of these events could disrupt or damage our information technology systems and hamper our internal operations, disable our ability to handle the requests of customers efficiently or at all, and adversely impact our customer service, volumes, and revenues and result in increased cost.

Furthermore, threats to information technology systems, including as a result of cyberattacks and cyber incidents, continue to grow. Cybersecurity risks could include, but are not limited to, malicious software, attempts to gain unauthorized access to our data, and the unauthorized release, corruption, or loss of our data and personal information, interruptions in communication, loss of our intellectual property or theft of our sensitive or proprietary technology, loss or damage to our data delivery systems or other electronic security, including with our property and equipment.

If a cybersecurity event occurs, it could harm our business and reputation and could result in a loss of customers. Likewise, data privacy breaches by employees and others who access our systems may pose a risk that sensitive customer data may be exposed to unauthorized persons or to the public, adversely impacting our customer service, employee relationships, and our reputation.

While we continue to make efforts to evaluate and improve our systems and particularly the effectiveness of our security program, procedures, and systems, it is possible that our business, financial, and other systems could be compromised, which could go unnoticed for a prolonged period of time, and there can be no assurance that the actions and controls that we implement, or which we cause third-party service providers to implement, will be sufficient to protect our systems, information, or other property. Additionally, customers or third parties upon whom we rely face similar threats, which could directly or indirectly impact our business and operations. The occurrence of a cyber incident or attack could have a material adverse effect on our business, financial condition, and results of operations.

Assertions by a third party that we have infringed, misappropriated, or otherwise violated their intellectual property could subject us to costly and time-consuming litigation and adversely impact our business.

While we take measures to ensure that our business does not infringe the intellectual property of third parties, third parties have asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their patents or other intellectual property rights. There may be intellectual property rights held by others, including issued or pending trademarks or patents, that cover significant aspects of our operations, and we cannot assure you that we are not infringing, misappropriating, or violating, and have not infringed, misappropriated, or violated, any third-party intellectual property rights or that we will not be held to have done so or be accused of doing so in the future.

In the event of disputes over the use of any intellectual property in our services, there is a risk that claims may be made against us for intellectual property infringement. Any claim that we have violated intellectual property or other proprietary rights of third parties, with or without merit, could be time-consuming and costly to address and resolve, could divert the time and attention of management and technical personnel from our business, could place limitations on our ability to deliver our services to customers within the required timeframe. Also, we could be required to pay substantial monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a party’s intellectual property rights. We may also be required to enter into a royalty or licensing agreement that could include significant upfront and future licensing fees, which efforts may not be timely or prove successful at all and require us to indemnify customers or other third parties. Royalty or licensing agreements may be unavailable on terms acceptable to us, or at all. Any of these events could have a material adverse effect on our business and our results of operations.

We may be subject to litigation, arbitration, or other legal proceeding risk.

We may be subject to arbitration claims and lawsuits in the ordinary course of our business. As of the date of this prospectus, the Company, BU Creation and BU Workshop are not a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations. Actions brought against us may result in settlements, awards, injunctions, fines, penalties, and other results adverse to us. A substantial judgment, settlement, fine, or penalty could be material to our operating results or cash flow for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects.

In addition, even if we prevail in any litigation or enforcement proceedings against us, we could incur significant legal expenses defending against the claims, even those without merit. Moreover, because even claims without merit can damage our reputation or raise concerns among our clients, we may feel compelled to settle claims at significant cost.

Increasing labor costs and labor shortages in our industry may affect our business, financial condition, and results of operations.

As of December 31, 2024 and June 30, 2024, we had 14 and 14 employees, respectively. As at the date of this prospectus, we have 14 employees. We intend to hire additional staff in Hong Kong, Southeast Asia and the United States to facilitate our expansion plans.

The economy in Hong Kong and globally has experienced general increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong and certain other regions (such as the United States) are expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to pay various statutory employee benefits, including a mandatory provident fund to designated government agencies for the benefit of our employees. The relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits, and those employers who fail to make adequate payments may be subject to fines and other penalties.

Although we have not experienced any labor shortage to date, we have observed an overall tightening and increasingly competitive labor market. We have experienced, and expect to continue to experience, increases in labor costs due to increases in salary, social benefits, and employee headcount. We and our service providers compete with other companies in our industry and other labor-intensive industries for labor, and we may not be able to offer competitive salaries and benefits compared to them.

Since we operate in a labor-intensive industry, we may face a shortage of labor in the future or experience increasing labor costs. If we fail to recruit sufficient staff or retain our existing employees at an acceptable cost, we may not be able to shift the extra costs to our customers due to their bargaining power or the competitive pricing model adopted by our competitors. Therefore, the increase in labor costs and labor shortage may adversely impact our business, expansion plans, financial condition, and results of operations.

The highly competitive and fragmented market for our services may continue to create adverse price pressures.

The MICE industry is highly competitive, and the industry remains highly fragmented in Hong Kong and internationally. Management expects that competition will increase from existing competitors, as well as new and emerging entrants. Additionally, as we expand our service offerings, we may face competition from new and existing competitors. As a result, competition may lead to additional pricing pressure on our services, which could negatively impact our results of operations, financial position and cash flow.

If we are unable to anticipate or tailor our event management solutions to our customers’ preferences, our financial performance could be adversely affected.

Customers generally compare proposals, solutions, and quotations of various MICE service providers and select the plans and works which are the most suitable for them. Our success depends on our capability to anticipate customer preferences and develop proposals or ideas which are suitable and preferred by its customers or potential customers. Our Operating Subsidiary continuously monitors changes the trends through attendance at international industry events, internal marketing research, and regular communication with its suppliers and professionals who provide valuable input on market trends. However, as customer preferences are highly subjective in nature, we may fail to anticipate or respond effectively to customer preferences or changes to their preferences. In such event, its financial performance could be adversely affected.

We may not be able to attract and retain our core management team and other key personnel for our operations.

Our success and growth depend on our on the knowledge, experience, and expertise of our management team, who is responsible for overseeing financial condition and performance, sales and marketing, operational process, and business strategy formulation, as well as the ability to identify, hire, train, and retain suitable, skilled, and qualified employees. In particular, Ms. Nana CHAN, our Director, and Chairperson of the Board, who has over 8 years of experience in the MICE industry and Mr. Wai Kwong POON, our Director, and Chief Executive Officer, who has more than 20 years of experience in the MICE industry in Hong Kong. See “Management”. Ms. Chan and Mr. Poon have made significant contribution to our success and have an indispensable value in guiding our future development. There is no assurance that we will be able to continue to retain the services of any or all of our management team and key personnel, particularly our customer service, technical and sales personnel. If any of these personnel is unable or unwilling to continue to serve in his or her present position, and we are unable to find a suitable replacement in a timely manner, at acceptable cost or at all, the loss of their services may cause disruption to our business and may have an adverse impact on our ability to manage or operate our business effectively. The results of our operations may be adversely affected as a result. Our business operation is generally manual in nature, and any deterioration of labor relations may adversely affect our operational stability and efficiency. We cannot give any assurance that favorable labor relations can be maintained. Any industrial action or strike by our labor force beyond our control may also cause temporary or prolonged disruption to our business operation.

Our management team lacks experience in managing a U.S. public company and complying with laws applicable to such company, the failure of which may adversely affect our business, financial condition and results of operations.

Our current management team lacks experience in managing a U.S. publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to U.S. public companies. Prior to the completion of this Offering, we were a private company mainly operating our businesses in Hong Kong. As a result of this Offering, our Company will become subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors, and our management currently has no experience in complying with such laws, regulations and obligations. Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

The Company may incur significant losses, and there can be no assurance that the Company will remain a profitable business.

During the six months ended December 31, 2024 and 2023, we had recorded a net income after taxation of approximately US$0.2 million and approximately US$0.4 million, respectively. During the years ended June 30, 2024 and 2023, we had recorded a net income after taxation of approximately US$0.9 million and approximately US$0.3 million, respectively. There is no assurance that the Company may continue to maintain a profit from its operation. Its ability to remain profitable depends in material part on success in growing and expanding the Company’s products and services. There can be no assurance that this will occur. Unanticipated problems and expenses often encountered in offering new and unique services may impact whether the Company is successful. Furthermore, the Company may encounter substantial delays and unexpected expenses related to development, technological changes, marketing, insurance, legal or regulatory requirements and changes to such requirements or other unforeseen difficulties. There can be no assurance that the Company will remain profitable. If the Company sustains losses over a period of time, it may be unable to continue in business.

The Company’s future revenue and operating results are unpredictable and may fluctuate significantly.

It is difficult to accurately forecast the Company’s revenues and operating results, and they could fluctuate in the future due to several factors. These factors may include acceptance of the Company’s services; the amount and timing of operating costs and capital expenditures; competition from other market venues or services that may reduce market share and create pricing pressure; and adverse changes in general economic, industry and regulatory conditions and requirements.

The Company’s operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.

We may not be able to implement our business strategies and future plans successfully.

Our business strategies and future plans are set out in the paragraph headed ‘‘Growth Strategies’’ under the section headed ‘‘Business’’ and in the ‘‘Use of Proceeds’’ section in this prospectus. However, the successful implementation of these strategies and plans depends on a number of factors, and some of the factors are beyond our control, such as competition within the industry we operate; our ability to cope with high exposure to financial risk, operational risk, market risk, and credit risk as our business and customer base expands; and our ability to provide, maintain, and improve the level of human and other resources in servicing our customers. As such, we cannot assure that our future business plans will materialize, that our objectives will be accomplished fully or partially, or that our business strategies will generate the intended benefits to us as initially contemplated. If we fail to implement our business development strategies successfully, our business performance could be materially and adversely affected. As all of our revenue and profit is derived from our event management and stage production services to the extent that any diversification efforts into new fields that complement our marketing solutions business prove unsuccessful, our business performance could be materially adversely affected by volatile swings in capital market activity that directly impact the demand for our services.

In addition, our future plans may place substantial demands on our managerial, operational, technological, financial, and other resources. To manage and support our growth, we may need to improve our existing operational and administrative structure, improve our financial and management controls, and enhance our ability to recruit, train and retain existing and/or additional qualified personnel and staff. All of these endeavors will require substantial attention and time from management and significant additional expenditures. We cannot assure you that we will be able to manage any future growth effectively and efficiently, and our ability to capitalize on new business opportunities may be materially and adversely affected if we fail to do so, which could in turn materially and adversely affect our business, results of operations, financial condition, and prospects.

We may undertake acquisitions, investments, joint ventures, or other strategic alliances, which could present unforeseen integration difficulties or costs and may not enhance our business as we expect.

Our strategy includes plans to grow both organically and through possible acquisitions, joint ventures, or other strategic alliances. Joint ventures and strategic alliances may expose us and our subsidiaries to new operational, regulatory, and market risks, as well as risks associated with additional capital requirements. We may not be able, however, to identify suitable future acquisition targets or alliance partners. Even if we identify suitable targets or partners, the evaluation,

negotiation, and monitoring of the transactions could require significant management attention and internal resources and we may be unable to complete an acquisition or alliance on terms commercially acceptable to us. The costs of completing an acquisition or alliance may be costly and we may not be able to access funding sources on terms commercially acceptable to us. Even when acquisitions are completed, we may encounter difficulties in integrating the acquired entities and businesses, such as difficulties in retention of clients and personnel, challenge of integration and effective deployment of operations or technologies, and assumption of unforeseen or hidden material liabilities or regulatory non-compliance issues. Any of these events could disrupt our business plans and strategies, which in turn could have a material adverse effect on our financial condition and results of operations. Such risks could also result in our failure to derive the intended benefits of the acquisitions, strategic investments, joint ventures, or strategic alliances, and we may be unable to recover our investment in such initiatives. We cannot assure you that we could successfully mitigate or overcome these risks.

We may need to raise additional capital to support its operations.

We may require additional financing over time, the amount and timing of which will depend on several factors, including the pace of expansion of our opportunities and customer base, the scope of product development to be undertaken, the need to respond to customer demands for improved services, the cash flow generated by operations, the extent of losses related to identified risk factors, and unanticipated expenditures. We cannot fully predict the extent to which it will require additional financing. There can be no assurance regarding the availability or terms of such financing. Any new investor may require future debt financing or issuance of preferred equity by us to be senior to shareholders’ rights, and any future equity issuance could dilute the value of our shares.

Natural disasters, acts of war, and other catastrophic events may adversely affect our operations.

Natural disasters, acts of God, wars, epidemics, material interruptions in service, or stoppages in transportation, as well as other events that are beyond our control, can have adverse effects on local economies, infrastructures, airports, port facilities, and international trade. Such events can also result in the closure of ports or airports and disruptions to raw material flows. Major earthquakes, weather events, cyberattacks, heightened security measures (actual or threatened), terrorist attacks, strikes, civil unrest, pandemic, or other catastrophic events may also cause a disruption or failure of our systems or operations thereby causing delays in providing services or performing other critical functions. In such an event, our business, financial condition, and results of operations may be adversely affected.

A re-occurrence of the COVID-19 pandemic or the outbreak of other infectious diseases could have a material adverse impact on our business, operating results, and financial condition.

Since early 2020, the ongoing COVID-19 pandemic has led governments across the globe to impose a series of measures intended to contain its spread, including border closures, travel bans, quarantine measures, social distancing, and restrictions on business operations and large gatherings, and has caused significant disruption to worldwide economic activities, including economic activities in Hong Kong (where we operate in).

The COVID-19 outbreaks in Hong Kong in early 2020 and early 2022 resulted in temporary pandemic-related lockdowns. These outbreaks caused companies in Hong Kong such as ours, as well as our customers and suppliers, to implement temporary adjustments to work schedules and travel plans and to implement alternative work arrangements for some employees to work from home and collaborate remotely. As a result, we have experienced lower efficiency and productivity, internally and externally, which may adversely affect our service quality. Since April 2022, in light of the reduced severity of the COVID-19 pandemic in Hong Kong, our alternative work arrangement was largely abolished. Nonetheless, as our business depends on our employees, if any of our employees has contracted or is suspected of having contracted COVID-19, these employees will be required to be quarantined and they could pass it to other of our employees, potentially resulting in severe disruption to our business.

At the date of this prospectus, most countries around the globe have abolished measures to contain COVID-19. The Hong Kong government has gradually abolished its entry-restrictions and COVID-19 control measures since November 2022. Furthermore, the PRC government has also significantly lessened its travel restrictions and abolished the quarantine requirements for international arrivals to mainland China from January 8, 2023.

Furthermore, our results of operations have been affected by the COVID-19 pandemic. Due to the travel restrictions, quarantine and social control measures in Hong Kong, lots of in-person events and exhibitions were either postponed, suspended, or shifted to virtual formats. As a result of which, we experienced reduced demand for our marketing solutions services. In particular, the revenues as well as growth of our revenue have been hindered due to the COVID-19 impact.

The pandemic, government measures in response to the pandemic, and the global economic deterioration, could result in an economic downturn in Hong Kong in the foreseeable future. Such a downturn in global and Hong Kong’s economy may lead our client to adopt the conservative marketing strategies, ultimately led to a decline in our clients’ marketing activities and therefore our marketing solutions services. All of which could adversely affect our business and, in turn, negatively impact our business and the results of operations.

Given the general slowdown in economic conditions globally, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. Any future impact on our results of operations will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the spread or treat its impact, almost all of which are beyond our control. We will continue to closely monitor the situation throughout 2024 and beyond.

Risks Relating to Doing Business in Hong Kong

All of our operations are in Hong Kong. However, due to the long-arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business and may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Our Operating Subsidiaries in Hong Kong may be subject to certain PRC laws and regulations, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, laws, regulations, rules, and the enforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the Mainland China legal and regulatory system cannot be certain.

We have no operations in Mainland China. Our Operating Subsidiaries are located and operate their business in Hong Kong, a special administrative region of the PRC. Pursuant to the Basic Law of Hong Kong (“Basic Law”), national laws of Mainland China do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

However, due to long-arm provisions under the current PRC laws and regulations, there remains regulatory and legal uncertainty with respect to the implementation of certain PRC laws and regulations to Hong Kong. As a result, there is no guarantee that the PRC government may not choose to implement the laws of Mainland China to Hong Kong and exercise significant direct influence and discretion over the operation of our Operating Subsidiaries in the future and, it will not have a material adverse impact on our business, financial condition and results of operations, due to changes in laws, political arrangement, or other unforeseeable reasons.

In the event that we or our Operating Subsidiaries in Hong Kong were to become subject to the PRC laws and regulations, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in the Mainland China, complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like our Operating Subsidiaries and us, given the substantial operations of our Operating Subsidiaries in Hong Kong and the PRC government may exercise significant oversight over the conduct of business in Hong Kong.

The laws and regulations in Mainland China are evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties and may change quickly with little advance notice, along with the risk that the PRC government may intervene or influence our Operating Subsidiaries’ operations at any time

could result in a material change in our operations and/or the value of our securities. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with clients in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

The laws, regulations, and other government directives in Mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        delay or impede our development;

•        result in negative publicity or increase our operating costs;

•        require significant management time and attention;

•        cause devaluation of our securities or delisting; and

•        subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business operations.

We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Based on our understanding of the PRC laws and regulations currently in effect as of the date of this prospectus, as our Operating Subsidiaries are located and operate in Hong Kong, we are not currently required to obtain permission from the PRC government to list on a U.S. securities exchange and consummate this Offering. However, there is no guarantee that this will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange outside of the PRC, or even when such permission is obtained, it will not be subsequently denied or rescinded.

The PRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Class A Ordinary Shares. For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between the ultimate holding company and the Operating Subsidiaries in Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiaries in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless.

There remain some uncertainties as to whether we will be required to obtain approvals from the PRC authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval. We may become subject to a variety of PRC laws and other obligations regarding data security in relation to offerings that are conducted overseas, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

On June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law,” or the “PIPL,” which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations. Pursuant to the PIPL, personal data processors (“data processors”) shall meet one of the conditions in order to transmit personal information overseas for their business operations: (i) passing the security evaluation organized by the Cyberspace Administration of China (the “CAC”); (ii) acquiring personal information protection certification from the professional organizations regulated by the CAC; (iii) adopting the standard contract forms stipulated by the CAC when entering into contracts with overseas information receivers, setting forth the rights and obligations of the parties; and (iv) other conditions regulated by laws, regulations and the CAC. Prior to the cross-border provision of personal information of the natural persons, personal information processors shall obtain the approval of the corresponding natural persons and advise them of the overseas receiver’s name, contact information, processing purpose and methods, classification of personal information and information reception procedures, etc.

On December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for Cybersecurity Review (2021) stipulates that in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or transferred outside the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. CAC has said that under the proposed rules companies holding data on more than one million users must apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” The cybersecurity review will also investigate the potential national security risks from overseas IPOs.

On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the

relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which came into effect on March 31, 2023. Compared to the Draft Overseas Listing Regulations, the Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in Mainland China, or its main places of business are located in Mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in Mainland China. On the same day, the CSRC held a press conference for the release of the Trial Administrative Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, provided the exemption from immediate filings for issuers that a) have been listed or have been registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Administrative Measures, b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) will complete the overseas securities offering and listing before September 30, 2023. Nonetheless, such issuers shall carry out the filing procedures as required if they subsequently conduct refinancing or are involved in other circumstances that require filings with the CSRC. Furthermore, the Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

Although our Operating Subsidiaries in Hong Kong may collect and store certain data (including certain personal information) from our clients, some of whom may be individuals in Mainland China, in connection with our business and operations for “Know Your Customers” purpose, to the Company’s best knowledge, we and our Operating Subsidiaries will not be deemed to be an “operator of critical information infrastructure,” any “data processor” carrying out data processing activities, and we are not subject to cybersecurity review by the CAC for this Offering or required to obtain regulatory approval from the CAC nor any other PRC authorities for our and our subsidiaries’ operations Hong Kong, since (i) our Operating Subsidiaries are incorporated and operating in Hong Kong only without any subsidiaries or variable interest entity structure in Mainland China, and it is unclear whether the Measures for Cybersecurity Review (2021) shall be applied to a Hong Kong company; (ii) as of date of this prospectus, our Operating Subsidiaries has in aggregate collected and stored the personal information of less than one thousand individuals in Mainland China only and we have acquired the clients’ separate consents for collecting and storing of their personal information and data; (iii) we do not place any reliance on collection and processing of any personal information to maintain our business operation; (iv) data processed in our business should not have a bearing on national security nor affect or may affect national security; (v) all of the data our Operating Subsidiaries have collected is stored in servers located in Hong Kong; and (vi) as of the date of this prospectus, neither we or our Operating Subsidiaries has been informed by any PRC governmental authority of being classified as “operator of critical information infrastructure” or “data processor” that is subject to CAC cybersecurity review or a CSRC review.

Furthermore, based on laws and regulations currently in effect in the PRC as of the date of this prospectus, to the Company’s best knowledge, we are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed or offered in the U.S since neither we, nor our subsidiaries, are “PRC domestic companies” which subject to the Trial Administrative Measure, because (i) we are headquartered in Hong Kong, with our officers and all members of the board of directors based in Hong Kong who are not Mainland China citizens; (ii) we do not, directly or indirectly, own or control any entity or subsidiaries in Mainland China, nor is it controlled by any Mainland Chinese company or individual directly or indirectly; (iii) we only operate in Hong Kong, all of our revenues and profits are generated

by our Operating Subsidiaries in Hong Kong, none of our business activities are conducted in Mainland China, and we have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in our audited consolidated financial statements for the same period; (iv) we do not have or intend to set up any subsidiaries or enter into any contractual arrangements to establish a variable interest entity structure with any entity in Mainland China; (v) pursuant to the Basic Law of Hong Kong, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).

However, given the uncertainties arising from the legal system in Mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of the PRC laws and regulations and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of the Trial Administrative Measures, PIPL, relevant Mainland China data privacy, cybersecurity laws and other regulations. It is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our Operating Subsidiaries and the listing of our Class A Ordinary Shares on the U.S. or other foreign exchanges. As the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when and whether we will be subject to such filing requirements, or will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us.

Although we are currently not required to obtain approvals from the PRC authorities to operate our business or list on the U.S. exchanges and offer securities, specifically, we are currently not required to obtain any permission or approval from the CSRC, the CAC or any other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreign investors, we cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. There remains uncertainty as to how the Measures for Cybersecurity Review (2021) will be interpreted or implemented and the relevant PRC governmental authority may not take a view that is consistent with ours. Also, significant uncertainty exists in relation to the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If we were deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users under the Measures, or if other regulations promulgated in relation to the Measures are deemed to apply to us, our business operations and the listing of our Class A Ordinary Shares in the U.S. could be subject to cybersecurity review by the CAC, in the future. In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be completed in a timely fashion or at all. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties which could materially and adversely affect our business, financial condition, and results of operations.

Furthermore, if the Trial Administrative Measures, Measures for Cybersecurity Review (2021), the PIPL, become applicable to us or our Operating Subsidiaries in Hong Kong, our operation and the listing of our Class A Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or the CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiaries become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiaries will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. Compliance with these laws and regulations could significantly increase the cost to us of providing our service offerings, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in the future. If there is a significant change to the current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and/or if we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the CSRC, CAC, or other PRC regulatory authorities. It could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest

into the Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this Offering before settlement and delivery of our Class A Ordinary Shares. In addition, if the CSRC, the CAC, or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this Offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

Compliance with Hong Kong’s Personal Data (Privacy) Ordinance and any such other existing or future data privacy related laws, regulations and governmental orders may entail significant expenses and could materially affect our business.

Although we are not subject to cybersecurity review by the CAC nor any other PRC authorities for this Offering or required to obtain regulatory approval regarding the data privacy and personal information requirements from the CAC nor any other PRC authorities for ours and our Operating Subsidiaries’ operations in Hong Kong, we are subject to a variety of laws and other obligations regarding data privacy and protection in Hong Kong.

In particular, the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) (“PDPO”) imposes a duty on any data user who, either alone or jointly with other persons, controls the collection, holding, processing or use of any personal data which relates directly or indirectly to a living individual and can be used to identify that individual. Under the PDPO, data users shall take all practicable steps to protect the personal data they hold from any unauthorized or accidental access, processing, erasure, loss, or use. Once collected, such personal data should not be kept longer than necessary for the fulfilment of the purpose for which it is or is to be used and shall be erased if it is no longer required, unless erasure is prohibited by law or is not in the public interest. The PDPO also confers on the Privacy Commissioner for Personal Data (“Privacy Commissioner”) power to conduct investigations and institute prosecutions. The data protection principles (collectively, the “DPP”), which are contained in Schedule 1 to the PDPO, outline how data users should collect, handle, and use personal data, complemented by other provisions imposing further compliance requirements. The collective objective of DPPs is to ensure that personal data is collected on a fully informed basis and in a fair manner, with due consideration towards minimizing the amount of personal data collected. Once collected, the personal data should be processed in a secure manner and should only be kept for as long as necessary for the fulfilment of the purposes of using the data. Use of the data should be limited to or related to the original collection purpose. Data subjects are given certain rights, inter alia: (a) the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; (b) if the data user holds such data, to be supplied with a copy of such data; and (c) the right to request correction of any data they consider to be inaccurate. The Commissioner may carry out criminal investigations and institute prosecution for certain offenses. Depending on the severity of the cases, the Privacy Commissioner will decide whether to prosecute or refer cases involving suspected commission to the Department of Justice of Hong Kong. Victims may also seek compensation by civil action from data users for damage caused by a contravention of the PDPO. The Commissioner may provide legal assistance to the aggrieved data subjects if the Commissioner deems fit to do so. See “Regulation” on page 94.

We believe that we have been in compliance with the data privacy and personal information requirements of the PDPO. Moreover, we do not expect to be subject to any cybersecurity review by Hong Kong and PRC government authorities for this Offering. However, if we or our Operating Subsidiaries conducting business operations in Hong Kong have violated certain provisions of the PDPO, we could face significant civil penalties and/or criminal prosecution, which could adversely affect our business, financial condition, and results of operations.

If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

Recent statements, laws and regulations by the PRC government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Trial Administrative Measures published by CSRC on February 17, 2023, which came into effect on March 31, 2023, also have indicated an intent to exert more oversight

and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers. It remains uncertain as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offering and other capital markets activities and due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.

It remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is a significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from Mainland China or Hong Kong authorities, we will not be able to list our Class A Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Class A Ordinary Shares significantly decline or be worthless.

The enactment of the law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Operating Subsidiaries in Hong Kong, which represent substantially all of our business.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offenses — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, former U.S. President Donald Trump signed into law the Hong Kong Autonomy Act (“HKAA”), into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020, the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including former and current Chief Executives of HKSAR, Carrie Lam and John Lee, respectively. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect foreign financial institutions and any third parties or clients dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our Operating Subsidiaries in Hong Kong, which represent substantially all of our business, are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.

The enforcement of laws and rules and regulations in PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in our Operating Subsidiaries’ operations and/or the value of the securities we are offering.

As one of the conditions for the handover of the sovereignty of Hong Kong to the PRC, the PRC accepted conditions such as Hong Kong’s Basic Law. According to Article 18 of the Basic Law, national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III to the Basic Law, such as the laws relating to the national flag, national anthem, and diplomatic privileges and immunities. The Basic Law guaranteed a high degree of autonomy for Hong Kong which ensured Hong Kong will retain its currency (the Hong Kong Dollar), legal system, parliamentary system, and people’s rights and freedom for fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its domestic affairs, including, but not limited to, the judiciary and courts of last resort, immigration, and customs, public

finance, currencies, and extradition. Hong Kong continues using the English common law system. However, if there are any changes in relation to the political arrangements which allows Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our Operating Subsidiaries’ business and operations. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with our customers.

There are political risks associated with conducting business in Hong Kong.

All of our operations are in Hong Kong. During the period covered by the financial information incorporated by reference into and included in this prospectus, we derive all of our revenue from operations in Hong Kong. Accordingly, the business operations and financial conditions of our Operating Subsidiaries will be affected by the political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market and may adversely affect our operations. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the political arrangement between PRC and Hong Kong and the economic, political and legal environment in Hong Kong in the future. Since all of our operations are based in Hong Kong, any change of such political arrangements may pose an adverse impact to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Based on certain recent development including the Hong Kong National Security Law that was passed in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump issued an executive order and signed into law the HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from Mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, Mainland China, and Hong Kong, which could potentially harm our business. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Class A Ordinary Shares could be adversely affected.

Because our business is conducted in Hong Kong dollars and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.

Since our business is conducted in Hong Kong, our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United States dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in the Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition. Further, our Class A Ordinary Shares offered by this prospectus are denominated in United States dollars, we will need to convert the net proceeds we receive into Hong Kong dollar in order to use the funds for our business. Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds we will have available for our business.

Since 1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HK$7.80 to US$1.00. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Our operations are concentrated in Hong Kong. Our business performance is highly influenced by the conditions of capital and financial market in Hong Kong. Unfavorable market and economic conditions and the material deterioration of the political and regulatory environment in Hong Kong, Mainland China, and elsewhere in the world could materially and adversely affect our business, financial condition, prospects, and results of operations.

All our business and operations were carried out in Hong Kong. Our results of operations and prospects are highly susceptible to any development of change in government policies, as well as economic, social, political and legal development in Hong Kong. Events with adverse impacts on investors’ confidence and risk appetites, such as riots or mass civil disobedience movements and general deterioration of the local economy, may lead to a reduction in business environment, MICE activities, investment or trading activities and in turn our business performance. Any change in the Hong Kong local economic, social and political environment, all of which are beyond our control, may lead to a prolonged period of sluggish market activities which would in turn have material adverse impact on our business.

The economic conditions in general of Hong Kong are highly sensitive to conditions of the capital markets, political, social and economic conditions in Mainland China and globally. When there are unfavorable changes to the global or local market conditions, the business environment and the economy in Hong Kong may experience negative fluctuations in its performance. Any prolonged slowdown in the global or Chinese economy may affect potential clients’ confidence business and economic condition as a whole and have a negative impact on our business as a whole, the demand for our services, our pricing strategies, the level of our business activities and consequently our revenue derived therefrom. This may materially and adversely affect our financial condition and the results of operations. Additionally, continued turbulence in the international financial markets may adversely affect our ability to access the capital markets to meet liquidity needs. Markets and economic conditions could be negatively impacted by many factors, both economically and politically, beyond our control, such as the inability to access capital markets, control of the foreign exchange, changes in exchange rates, rising interest rates or inflation, slowing or negative growth rate, government involvement in the allocation of resources, inability to meet financial commitments in a timely manner, terrorism, pandemics such as the Covid-19 pandemic, political uncertainty, Russo — Ukraine war, the outcome of the Sino — US trade dispute, civil unrest, fiscal or other economic policy of Hong Kong or other governments, and the timing and nature of any regulatory reform.

The current heightened tensions in international economic relations, such as the one between the United States and China, may also give rise to uncertainties in global economic conditions and adversely affect the business environment of Hong Kong. Amid these tensions, the U.S. government has imposed and may impose additional measures on entities in China, including sanctions. The U.S. government has imposed and has continued to propose to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices. China has responded by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States. Unfavorable economic conditions in Hong Kong, Mainland China, and elsewhere in the world, and the escalations of the tensions that affect trade relations may lead to slower growth in the global economy in general, could negatively affect our clients’ business and materially reduce demand for our services, and thus could materially and adversely affect our business, financial condition, and results of operations. In addition, our profitability could be adversely affected due to our fixed costs and the possibility that we would be unable to reduce our variable costs without reducing revenues or within a timeframe sufficient to offset any decreases in revenues relating to changes in the market and economic conditions.

Given the close tie between Hong Kong and Mainland China, the stability of the Hong Kong economy and domestic market is susceptible to the general economic, political and regulatory environment in Mainland China. For the year ended March 31, 2024, a portion of our revenue is derived from our clients which are based and operate in Mainland China. The economy of Mainland China differs from the economies of most developed countries in a number of aspects, such as the extent of government intervention, growth rate, and control of the foreign exchange. In particular, the PRC government exerts substantial control over the growth of the domestic economy by means of, among others, resource allocation. There is no assurance that the PRC government will not implement reforms or policies which may drastically (i) restrict Mainland China company from conducting business abroad and in Hong Kong; and/or (ii) restrict Mainland China companies and businesses to participate in global economy. Such intervention or policies

changes may potentially affect the attractiveness of Hong Kong as an alternative venue for Mainland China business to host events or conducting MICE activities in Hong Kong, or otherwise diminish the economic or market condition of Hong Kong, given the substantial reliance of Hong Kong economy on the business activities of Company based in Mainland China. If the Chinese government implements market-oriented reforms involving unprecedented or experimental revision of its economic reform measures, there is no guarantee that adjustments to its policies will not negatively affect our operations and business development.

Furthermore, the outbreak of war in Ukraine has already affected global economic markets, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s military action in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect our client’s business and our business, even though we do not have any direct exposure to Russia or the adjoining geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We are currently actively monitoring the situation in Ukraine, however, we cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook of our business.

Risks Relating to Our Corporate Structure

The dual-class structure of our Ordinary Shares will have the effect of concentrating voting control with our Controlling Shareholder, BUBI Services Limited, which will hold in the aggregate 95.10% of the voting power of our voting shares following the completion of this Offering preventing you and other shareholders from influencing significant decisions, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.

Our authorized and issued Ordinary Shares are divided into Class A Ordinary Shares and Class B Ordinary Shares. As of the date of this prospectus, there are currently 10,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote by the shareholders. Each Class A Ordinary Share has one (1) vote and each Class B Ordinary Share has twenty (20) votes. Class A Ordinary Shares and Class B Ordinary Shares are not convertible into each other.

Through BUBI Services Limited, the Class B Ordinary Shares outstanding are controlled by Ms. Nana CHAN (Company’s Chair of the Board and Director) and Mr. Wai Kong POON (Company’s Chief Executive Officer and Director), representing 96.40% of the aggregate voting power of our currently outstanding Ordinary Shares as of the date hereof. Upon the completion of this Offering, Mr. Poon and Ms. Chan, acting together through BUBI Service Limited, will hold 95.10% of the aggregate voting power, assuming that the underwriters do not exercise its over-allotment option.

Because of the one-to-twenty voting ratio between our Class A and Class B Ordinary Shares, Ms. Chan and Mr. Poon acting together, through BUBI Service Limited, will continue to control a majority of the combined voting power of our Ordinary Shares and therefore be able to control all matters submitted to our shareholders for approval so long as the Class B Ordinary Shares represent at least 51% of the voting power of all outstanding Ordinary Shares. This concentrated control will limit the ability of holders of Class A Ordinary Shares to influence corporate matters for the foreseeable future. Furthermore, should the Company decide to issue additional Ordinary Shares in the future, the one-to-twenty voting ratio between the two classes of our ordinary shares will result in further dilutive effect on the holders of Class A Ordinary Shares.

As a result, for so long as BUBI Service Limited owns a controlling or significant voting interest in our Ordinary Shares, it generally will be able to control or significantly influence, directly or indirectly and subject to applicable law, all matters affecting us, including:

•        the election of directors;

•        determinations with respect to our business direction and policies, including the appointment and removal of directors;

•        determinations with respect to corporate transactions, such as mergers, business combinations, change in control transactions or the acquisition or the disposition of assets;

•        our financing and dividend policy;

•        determinations with respect to our tax returns; and

•        compensation and benefits programs and other human resources policy decisions.

Even if BUBI Service Limited were to dispose of certain of its shares of our Ordinary Shares such that it would control less than a majority of the voting power of our outstanding Ordinary Shares, it may be able to influence the outcome of corporate actions so long as it retains Class B Ordinary Shares. During the period of BUBU Service Limited’s controlling or significant ownership of our Ordinary Shares, investors in this Offering may not be able to affect the outcome of such corporate actions.

Our Controlling Shareholder, BUBI Service Limited, may have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. Corporate action might be taken even if other shareholders, including those who purchase shares in this Offering, oppose them. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control or other liquidity event of our Company, could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale or other liquidity event and might ultimately affect the market price of our Class A Ordinary Shares.

Furthermore, we cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A Ordinary Shares or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of dual-class structures and temporarily barred new dual-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual-class capital structure makes us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices are not expected to invest in our Class A Ordinary Shares. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our multi-class structure, we will likely be excluded from certain of these indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make our Class A Ordinary Shares less attractive to other investors. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

As a “controlled company” under the rules of the Nasdaq Stock Market LLC, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Through BUBI Service Limited, Ms. Nana CHAN (our Chair of the Board and Director) and Mr. Wai Kwong POON (our Chief Executive Officer and Director) beneficially own the majority of the voting power of our outstanding Ordinary Shares. Under the Rule 4350(c) of the Nasdaq Stock Market LLC, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the rules of the Nasdaq Stock Market LLC, and the requirement that our compensation and nominating committees consist entirely of independent directors.

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our Board of Directors might not be independent directors and our nominating and compensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a

controlled company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq Capital Market corporate governance requirements. Our status as a controlled company could cause our Class A Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price.

We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiaries by the PRC government to transfer cash. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.

BUUU is a holding company incorporated in the BVI, and we rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. We do not expect to pay cash dividends in the foreseeable future. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer cash between BUUU and its subsidiaries, across borders and to U.S. investors, nor is there any restrictions and limitations to distribute earnings from the subsidiaries, to BUUU and U.S. investors and amounts owed.

Currently, the PRC law and regulations and foreign currency control in Mainland China do not currently have any material impact on the transfer of cash between BUUU and our Operating Subsidiaries, or vice versa. However, the PRC government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiaries in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering them worthless. Further, any limitation on the ability of our subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in this prospectus based on Hong Kong laws.

Currently, our Operating Subsidiaries’ operations are conducted outside the United States, and all of our assets are located outside the United States. All of our directors and officers are located in Hong Kong, outside of the United States, and a substantial portion of their assets are located in Hong Kong outside the United States. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to the public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under BVI law.

We are a BVI business company with limited liability incorporated under the laws of the BVI. Our corporate affairs are governed by our memorandum and articles of association (as may be amended from time to time), the BVI Act and the common law of the BVI. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under the BVI law are governed by the BVI Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the common law of England and the wider Commonwealth, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the BVI. The rights of our shareholders and the fiduciary duties of our directors under the BVI law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the BVI has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the BVI. In addition, the BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of a BVI company could, however, bring a derivative action in the BVI courts, and there is a clear statutory right to commence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the BVI, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the BVI of judgments obtained in the United States, although the courts of the BVI will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. The BVI Act offers some limited protection of minority shareholders. The principal protection under statutory law is that shareholders may apply to the BVI court for an order directing the company or its director(s) to comply with, or restraining the company or a director from engaging in conduct that contravenes, the BVI Act. Under the BVI Act, the minority shareholders have a statutory right to bring a derivative action in the name of and on behalf of the company in circumstances where a company has a cause of action against its directors. This remedy is available at the discretion of the BVI court. A shareholder may also bring an action against the company for breach of duty owed to him as a shareholder. A shareholder who considers that the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI court for an order to remedy the situation.

There are common law rights for the protection of shareholders that may be invoked, largely dependent on English common law. Under the general rule pursuant to English common law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the Board of Directors. However, every shareholder is entitled to have the affairs of the company conducted properly according to BVI law and the constituent documents of the company. As such, if those who control the company have persistently disregarded the requirements of company law, then the courts may grant relief. Generally, the areas in which the courts will intervene are the following: (1) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (2) acts that constitute fraud on the minority where the wrongdoers control the company; (3) acts that infringe or are about to infringe on the personal rights of the shareholders, such as the right to vote; and (4) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.

Under the laws of the BVI, the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available under common law (in tort or contractual remedies). The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company. A shareholder may also bring an action under statute if he feels that the affairs of the company have been

or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him. The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records. There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the BVI for business companies is limited.

Certain corporate governance practices in the BVI, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, public shareholders may have more difficulties in protecting their interests in the face of actions taken by our management, or members of our board of directors than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the BVI Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital.”

Risks Relating to our Securities and this Offering

Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) Mainland China, and (ii) Hong Kong.

On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of the PRC. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

On December 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and resumed regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed.

Our auditor, Onestop Assurance PAC, is headquartered in Singapore and registered with the PCAOB, that is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards, with the last inspection occurring in July 2023. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the Determinations announced by the PCAOB on December 16, 2021. In the event that it is later determined that the PCAOB is unable to inspect or investigate completely our auditor or our work papers because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause our securities to be delisted from the applicable stock exchange. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.

The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA. For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

The SEC has announced that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted. The implications of this possible regulation in addition to the requirements of the HFCAA Act are uncertain. Such uncertainty could cause the market price of our Class A Ordinary Shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange earlier than would be required by the HFCAA. If our Class A Ordinary Shares are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Class A Ordinary Shares.

Further, new laws and regulations or changes in laws and regulations in both the United States and the PRC could affect our ability to list our Class A Ordinary Shares, which could materially impair the market for and market price of our Class A Ordinary Shares.

There has been no public market for our Class A Ordinary Shares prior to this Offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you paid, or at all.

Prior to this Offering, there has been no public market for our Class A Ordinary Shares. Although we have applied to have our Class A Ordinary Shares listed on the Nasdaq Capital Market, we cannot assure you that a liquid public market for our Class A Ordinary Shares will develop. If an active public market for our Class A Ordinary Shares does not develop following the completion of this Offering, the market price of our Class A Ordinary Shares may decline and the liquidity of our Class A Ordinary Shares may decrease significantly.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiation between us the Underwriters and may vary from the market price of our Class A Ordinary Shares following our initial public offering. We cannot assure you that the price at which the Class A Ordinary Shares are traded after this Offering will not decline below the initial public offering price. If you purchase our Class A Ordinary Shares in our initial public offering, you

may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. As a result, investors in our Class A Ordinary Shares may experience a significant decrease in the value of their Class A Ordinary Shares due to insufficient or a lack of market liquidity of our Class A Ordinary Shares.

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

The trading prices of our Class A Ordinary Shares are likely to be highly volatile and could fluctuate widely due to factors beyond our control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies based in Hong Kong and China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Hong Kong and Chinese companies’ securities after their offerings may affect the attitudes of investors towards Hong Kong-based U.S. listed companies, which consequently may affect the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Hong Kong and Mainland Chinese companies may also negatively affect the attitudes of investors towards Hong Kong and Mainland Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Class A Ordinary Shares.

In addition to the above factors, the price and trading volume of our Class A Ordinary Shares may be highly volatile due to multiple factors, including the following:

•        regulatory developments affecting us or our industry;

•        variations in our revenues, profit, and cash flow;

•        the general market reactions and financial market fluctuation due to the continuous Russo-Ukraine conflicts;

•        changes in the economic performance or market valuations of other marine transportation services providers or bunkering facilitators; and political, social and economic conditions in the PRC, Hong Kong and Asia;

•        actual or anticipated fluctuations in our financial results of operations and changes or revisions of our expected results;

•        fluctuations of exchange rates among Hong Kong dollar, Renminbi, and the U.S. dollar;

•        changes in financial estimates by securities research analysts;

•        detrimental negative publicity about us, our services, our officers, directors, other beneficial owners, professional parties we partner with, or our industry;

•        announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments;

•        additions to or departures of our senior management;

•        litigation or regulatory proceedings involving us, our officers, or directors;

•        release or expiry of lock-up or other transfer restrictions on our outstanding Class A Ordinary Shares; and

•        sales or perceived potential sales of additional Class A Ordinary Shares.

Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will trade.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional shares of Class A Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Our Class A Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Assuming our Class A Ordinary Shares begin trading on the Nasdaq Capital Market, our Class A Ordinary Shares may be “thinly-traded,” meaning that the number of persons interested in purchasing our Class A Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stockbrokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we come to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for our Class A Ordinary Shares may not develop or be sustained.

You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.

The public offering price of our shares is substantially higher than the pro forma net tangible book value per share of our Class A Ordinary Shares. Assuming no exercise of the over-allotment option by the underwriters, if you purchase shares in this Offering, you will incur immediate dilution in the pro forma net tangible book value per share from the price per Ordinary Share that you pay for the shares. Accordingly, if you purchase shares in this Offering, you will incur immediate and substantial dilution of your investment. See “Dilution”.

You must rely on price appreciation of our Class A Ordinary Shares for return on your investment because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our board of directors.

Our board of directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under the BVI law, namely that the Company may only pay dividends out of profits or share premium, and provided that under no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial conditions, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. We cannot assure you that our Class A Ordinary Shares will appreciate in value after this Offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares. Please refer to the section titled “Dividend Policy” section for more information.

Shares eligible for future sale may adversely affect the market price of our Class A Ordinary Shares, as the future sale of a substantial amount of issued and outstanding Class A Ordinary Shares in the public marketplace could reduce the price of our Class A Ordinary Shares.

The market price of our shares could decline as a result of sales of substantial amounts of our shares in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Class A Ordinary Shares. All of the shares sold in the offering will be freely transferable without restriction or further registration under the Securities Act of 1933 (the “Securities Act”). The remaining shares will be “restricted securities” as defined in Rule 144. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act. See “Shares Eligible for Future Sale.”

Our existing shareholders will be able to sell their Class A Ordinary Shares after completion of this Offering subject to restrictions under the Rule 144.

Our existing shareholders may be able to sell their Class A Ordinary Shares under Rule 144 after completion of this Offering. Because these shareholders have paid a lower price per Ordinary Share than participants in this Offering, when they are able to sell their pre-offering shares under Rule 144, they may be more willing to accept a lower sales price than the Offering Price. This fact could impact the trading price of our Class A Ordinary Shares following completion of the Offering, to the detriment of participants in this Offering. Under Rule 144, before our existing shareholders can sell their Class A Ordinary Shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of such Class A Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this Offering.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrades us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts ceases coverage of our Company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

Future issuances of our Class B Ordinary Shares may be dilutive to the voting power of our Class A Ordinary Shareholders.

Future issuances of our Class B Ordinary Shares, which can be approved by our Board of Directors, could result in dilution to existing holders of our Class A Ordinary Shares. Such issuances, or the perception that such issuances may occur, could depress the market price of the Class A Ordinary Shares.

We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this Offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business.

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our Class A Ordinary Shares to significant adverse United States income tax consequences.

We will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of our gross income for such year consists of certain types of “passive” income, or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”). Based upon our current and expected income and assets, including goodwill and (taking into account the expected proceeds from this Offering) the value of the assets held by our strategic investment business, the expected proceeds from this Offering as well as projections as to the market price of our Class A Ordinary Shares immediately following the completion of this Offering, we do not presently expect to be classified as a PFIC for the current taxable year or the foreseeable future.

While we do not expect to be a PFIC, because the value of our assets, for purposes of the asset test, may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC classification for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition and classification of our income, including the relative amounts of income generated by and the value of assets of our strategic investment business as compared to our other businesses. Because there are uncertainties in the application of the relevant rules, it is possible that the U.S. Internal Revenue Service, or IRS, may challenge our classification of certain income and assets as non-passive which may result in our being or becoming a PFIC in the current or subsequent years. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in this Offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Taxation — Material United States Federal Income Tax Considerations”) may incur significantly increased United States income tax on gain recognized on the sale or other disposition of our Class A Ordinary Shares and on the receipt of distributions on our Class A Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules, and such holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares. For more information see “Taxation — Material United States Federal Income Tax Considerations — Passive Foreign Investment Company Considerations”.

Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and our insiders will hold a large portion of our listed securities.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities may meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including, but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or

an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities, and Nasdaq had concerns that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. Our initial public offering will be relatively small. The insiders of our Company will still hold a large portion of the Company’s listed securities following the consummation of the Offering. Therefore, we may be subject to the additional and more stringent criteria of Nasdaq for our initial and continued listing, which might cause delay or even denial of our listing application.

If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq Capital Market, although we are exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, our Class A Ordinary Shares may not be listed or may be delisted, which could negatively impact the price of our Class A Ordinary Shares and your ability to sell them.

We will seek to have our Class A Ordinary Shares approved for listing on the Nasdaq Capital Market upon consummation of this Offering. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our Class A Ordinary Shares are listed on the Nasdaq Capital Market, we cannot assure you that our Class A Ordinary Shares will continue to be listed on the Nasdaq Capital Market.

In addition, following this Offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our Class A Ordinary Shares could be subject to delisting.

If the Nasdaq Capital Market delists our Class A Ordinary Shares from trading, we could face significant consequences, including:

•        a limited availability for market quotations for our Class A Ordinary Shares;

•        reduced liquidity with respect to our Class A Ordinary Shares;

•        a determination that our Ordinary Share is a “penny stock” which will require brokers trading in our Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Share;

•        limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

•        being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

•        not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting of Section 404(b) of the Sarbanes-Oxley Act;

•        not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

•        reduced disclosure obligations regarding executive compensation; and

•        exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have only provided two years of audited financial statements and have not included all the executive compensation related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We cannot predict whether investors will find our Class A Ordinary Shares less attractive if we rely on these exemptions. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.

We will remain an emerging growth company until the earliest of (i) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. (ii) the end of the fiscal year during which we have total annual gross revenues of US$1.235 billion or more, (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt, or (iv) the last day of our fiscal year following the fifth anniversary of the completion of this Offering.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an emerging growth company.

Upon completion of this Offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and the rules subsequently implemented by the SEC and the New York Stock Exchange detailed requirements concerning corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2012 relating to internal controls over financial reporting.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other time and attention to our public company reporting obligations and other compliance matters. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

We are a “foreign private issuer” and a BVI company, and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly

reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profit disclosure and recovery regime.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers.

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

We are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our Ordinary Shares are directly or indirectly held by residents of the United States and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

Further issuances of Class B Ordinary Shares may result in a dilution of the percentage ownership of the existing holders of Class A Ordinary Shares as a total proportion of Ordinary Shares in the Company.

The Company may issue more Class B Ordinary Shares. The issuance of additional Class B Ordinary Shares may result in dilution to holders of our Class A Ordinary Shares. Each Class A Ordinary Share entitles its holder to one (1) vote per share, while each Class B Ordinary Share carries twenty (20) votes per share. As a result, holders of Class B Ordinary Shares have significantly greater voting power than holders of Class A Ordinary Shares. If we decide to issue more Class B Ordinary Shares, it could have the effect of increasing the overall voting power of holders of Class B Ordinary Shares relative to holders of Class A Ordinary Shares, potentially diminishing the influence and control of holders of Class A Ordinary Shares over our company’s affairs.

This dilution in voting power could impact the ability of holders of Class A Ordinary Shares to influence important corporate decisions, including those related to corporate governance, mergers, acquisitions, and other significant transactions. It may also result in decisions that are not aligned with the interests of holders of Class A Ordinary Shares.

from the projections based on these assumptions. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we have referred to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

USE OF PROCEEDS

Based upon an assumed midpoint initial public offering price of US$5.00 per Ordinary Share (the midpoint of the offering price set forth on the cover page of this prospectus), we estimate that we will receive net proceeds from this Offering, after deducting the underwriting discounts and the estimated offering expenses payable by us, of approximately US$5.78 million (or US$6.81 million if the underwriters exercise its over-allotment option).

We plan to use the net proceeds we will receive from this Offering as follows:

•        Approximately 25% for enhancing brand recognition and strengthening marketing initiatives;

•        Approximately 25% for expanding service offerings and broadening market reach;

•        Approximately 20% for integrating advanced technologies into our events;

•        Approximately 20% for expansion into the U.S. and Southeast Asia;

•        The balance, approximately 10%, to fund other general corporate purposes.

As of the date of this prospectus, we have not identified any specific investment or acquisition opportunities.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management, however, will have some flexibility and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this Offering are not imminently used for the above purposes, we intend to invest in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

Our Company, since its incorporation on April 16, 2024, has not declared or made any dividend or other distribution to its shareholders, including U.S. investors, in the past, nor have any dividends or distributions been made by our subsidiaries to the BVI holding company. Furthermore, no payments of any kind (including transfers, capital contributions and loans) have been made between BUUU and its subsidiaries, or by the Operating Subsidiaries to BUUU. For the six-month period ended December 31, 2023 and 2024 and fiscal years ended June 30, 2023 and 2024, our Operating Subsidiaries have not declared any dividends to their then shareholders, before the incorporation of BUUU.

We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not currently have any plans to declare or pay any dividends in the near future on our shares. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable BVI laws regarding solvency. Our board of directors will take into account general economic and business conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and other implications on the payment of dividends by us to our shareholders or by our Operating Subsidiaries to us, and such other factors as our board of directors may deem relevant.

Subject to the BVI Act and our Amended and Restated Memorandum and Articles of Association, our board of directors may, by resolution of directors, declare and authorize a distribution (which includes a dividend) to our shareholders from time to time and of an amount they think fit if they are satisfied, on reasonable grounds, that immediately after the distribution (a) the company will be able to pay its debts as they fall due; and (b) the value of our assets exceeds its liabilities.

We rely on dividends paid by our Operating Subsidiaries for its cash requirements, including funds to pay any dividends and other cash distributions to its shareholders, service any debt it may incur and pay its operating expenses. Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from our Operating Subsidiaries.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

CORPORATE HISTORY AND STRUCTURE

Corporate History

BUUU Group Limited (“BUUU”) is a holding company with no operations of its own. We conduct our operations primarily through BU Creation and BU Workshop, our Operating Subsidiaries in Hong Kong. The Class A Ordinary Shares offered in this prospectus are those of BUUU Group Limited, instead of the shares of our Operating Subsidiaries.

BUUU Group Limited was incorporated under the laws of the BVI on April 16, 2024. It is a holding company and is not actively engaged in any business. The registered office of BUUU is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, BVI. BUUU was authorized to issue a maximum of 50,000 Shares with no par value of a single class. At the time of the BUUU’s incorporation, 1 share was legally and beneficially owned by BUBI Services Limited (“BUBI Services”), a company incorporated under the law of the BVI. As of the date of this prospectus, BUBI Services is directly owned as to 40% by Ms. Nana CHAN (400 ordinary shares); 20% (200 ordinary shares) by Mr. Wai Kwong POON; and 40% (400 ordinary shares) by Perfect Wood Limited.

On October 17, 2024, BUUU resolved and approved to increase the maximum number of shares it is authorized to issue from 50,000 with no par value to 500,000,000 with no par value. On the same day, BUUU resolved and approved to re-designate (a) 249,999,999 authorized but unissued ordinary shares of no par value into 249,999,999 Class A ordinary shares (“Class A Ordinary Shares”) of no par value; and (b) 250,000,000 authorized but unissued ordinary shares of no par value into 250,000,000 Class B ordinary shares (“Class B Ordinary Shares”) of no par value, and re-designate a total of 1 issued ordinary shares of no par value owned by BUBI Services into 1 Class A Ordinary Shares of no par value. Immediately upon the re-designation became effective on October 22, 2024, 6,039,999 Class A Ordinary Shares were issued and allotted to BUBI Services at a total consideration of US$1 (“Allotment 1”). Following Allotment 1, BUUU was held as to 100% (6,040,000 Class A Ordinary Shares with no par value) by BUBI Services.

On November 7, 2024, BUUU entered into Sale and Purchase Agreements with A Max Holding Limited, Glitter Win International Limited, Tight Core Limited, Storm Citadel Global Limited and Virtuous Accolade Limited, respectively. Pursuant to the Sale and Purchase Agreements, BUUU is to sell, and A Max Holding Limited, Glitter Win International Limited, Tight Core Limited, Storm Citadel Global Limited and Virtuous Accolade Limited are to acquire 2,500,000, 480,000, 480,000, 100,000 and 400,000 Class A Ordinary Shares, at the consideration of US$12,500, US$2,400, US$2,400, US$500 and US$2,000, respectively (collectively “Allotment 2”). Following Allotment 2, BUUU is owned as to 60.4%, 25.0%, 4.8%, 4.8%, 1.0% and 4.0% by BUBI services, A Max, Glitter Win, Tight Core, Storm Citadel and Virtuous Accolade, respectively.

On November 18, 2024, BUUU (as purchaser) entered into a Sale and Purchase Agreement with Ms. Nana CHAN, Mr. Wai Kwong POON and Perfect Wood Limited (as vendors), respectively. Pursuant to the Sale and Purchase Agreement, Ms. Nana CHAN, Mr. Wai Kwong POON and Perfect Wood Limited are to sell, and BUUU is to acquire 40%, 40% and 20% of the issued share capital of BU Creation. In consideration of the acquisition, BUUU allotted and issued an aggregate of 2,500,000 Class B Ordinary Shares to BUBI Services upon the direction of Ms. Nana CHAN, Mr. Wai Kwong POON and Perfect Wood Limited, and with the consent of BUUU (“Share Swap 1”). Immediately after Share Swap 1, BU Creation became wholly owned by BUUU.

On November 18, 2024, BUUU (as purchaser) entered into a Sale and Purchase Agreement with Ms. Nana CHAN, Mr. Wai Kwong POON and Perfect Wood Limited (as vendors) to acquire an aggregate of 75% of the share capital of BU Workshop. Pursuant to the Sale and Purchase Agreement, Ms. Nana CHAN, Mr. Wai Kwong POON and Perfect Wood Limited are to sell, and BUUU is to acquire 30%, 30% and 15% of the issued share capital of BU Workshop. In consideration of the acquisition, BUUU allotted and issued an aggregate of 2,500,000 Class B Ordinary Shares to BUBI Services upon the direction of Ms. Nana CHAN, Mr. Wai Kwong POON and Perfect Wood Limited, and with the consent of BUUU (“Share Swap 2”, together with Share Swap 2, the “Share Swaps”)). Immediately after Share Swap 2, BUUU owned 75% of the issued share capital of BU Workshop. Following the Share Swaps and as of the date of this prospectus, BUUU has 10,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares in issue.

On December 13, 2024, pursuant to a sale and purchase agreement entered into between Glitter Win International Limited and Excellent Prospect Investment Holding Limited, Excellent Prospect Investment Holding Limited has acquired 480,000 Class A Ordinary Shares from Glitter Win International Limited, representing 4.8% of the Class A Ordinary Shares in issue of BUUU.

The following table sets forth the breakdown of equity ownership of the Company as of the date of the prospectus, upon the completion of the abovementioned issuances and transactions:

Corporate structure

The following diagram illustrates the corporate structure of our Group as of the date of this prospectus and upon completion of this Offering, assuming no exercise of the over-allotment option.

____________

(1)      As of the date of this prospectus, there are four (4) shareholders of record that have shareholding less than 5%.

(2)      BUUU Group Limited is a holding company with no operation of its own. The ordinary shares offered in this prospectus are those of BUUU Group Limited.

(3)      BUUU Group Limited conducts all its operation through its operating subsidiaries, BU Creation Limited and BU Workshop Limited, both incorporated under the laws of Hong Kong.

Our Operating Subsidiaries

As at the date of this prospectus, the ownership of our Operating Subsidiaries are as follows:

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2024:

•        on an actual basis; and

•        on a pro forma as adjusted basis to reflect the net proceeds of $5,784,165 for the issuance and sale of 1,500,000 Class A Ordinary Shares in this offering at an initial public offering price of US$5.00 per Class A Ordinary Share (being the midpoint of the offer price range), after deducting the estimated underwriting discounts, non-accountable expense allowance and other estimated offering expenses (including underwriter accountable expenses) payable by us. The gross offering proceeds of $7,500,000 less underwriting discounts and non-accountable expense allowance of $600,000 and estimated offering expenses of approximately $1,115,835 payable by us.

As of December 31, 2024
(All amounts in thousands of US$, except for share and per share data, unless otherwise noted)

____________

(1)      Reflects the net proceeds we expect to receive from the sale of Class A Ordinary Shares in this Offering (excluding any over-allotment shares that may be sold pursuant to the over-allotment option). The pro forma as adjusted information above is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this Offering determined at pricing. You should read this table in conjunction with “Use of Proceeds”, “Description of Class A Ordinary Shares”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

(2)      The number of our Class A Ordinary Shares had been adjusted retrospectively to reflect the increase of share capital. See “Description of Class A Ordinary Shares” for more details.

(3)      Total capitalization is equal to the sum of total indebtedness and total shareholders’ equity.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$5.00 per Class A Ordinary Share would increase (decrease) the pro forma as adjusted amount of total capitalization by US$1.38 million, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts, non-accountable expense allowance and estimated offering expenses (including underwriter accountable expenses) payable by us. If the underwriters exercise their over-allotment option in full, an increase of 225,000 in the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, would increase the pro forma as adjusted amount of total capitalization by US$1,035,000, assuming no change in the assumed initial public offering price of US$5.00 per Class A Ordinary Share which is the midpoint of the estimated offering price range as set forth on the cover page of this prospectus.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public offering price per Class A Ordinary Share and the pro forma net tangible book value per Class A Ordinary Share after the offering. Dilution results from the fact that the offering price per Class A Ordinary Share is substantially in excess of the book value per Class A Ordinary Share attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares. Our net tangible book value attributable to shareholders on December 31, 2024 was approximately $0.04 per Class A Ordinary Share.

Net tangible book value per Class A Ordinary Share as of December 31, 2024 represents the amount of total consolidated assets less intangible assets and total consolidated liabilities, divided by the number of total Class A Ordinary Shares outstanding.

We will have 11,500,000 Class A Ordinary Shares issued and outstanding upon completion of the offering or 11,725,000 Class A Ordinary Shares assuming the full exercise of over-allotment option. Our post offering pro forma net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after December 31, 2024 will be approximately US$0.54 per Class A Ordinary Share. This would result in dilution to investors in this Offering of approximately US$4.46 per Class A Ordinary Share or approximately 89.2% from the assumed offering price of US$5.00 per Class A Ordinary Share. Net tangible book value per Class A Ordinary Share would increase to the benefit of present shareholders by US$0.50 per Class A Ordinary Share attributable to the purchase of the Class A Ordinary Shares by investors in this Offering.

The following table sets forth the estimated net tangible book value per Class A Ordinary Share after the offering and the dilution to persons purchasing Class A Ordinary Shares based on the foregoing firm commitment offering assumptions. The number of our Class A Ordinary Shares had been adjusted retrospectively to reflect the increase of share capital. See “Description of Class A Ordinary Shares” for more details.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$5.00 per Class A Ordinary Share would increase (decrease) our pro forma net tangible book value after giving effect to the offering by $1.38 million, the net tangible book value per Class A Ordinary Share after giving effect to this offering by $0.12 per Class A Ordinary Share and the dilution in net tangible book value per Class A Ordinary Share to new investors in this offering by $0.88 per Class A Ordinary Share, assuming no change to the number of Class A Ordinary Shares offered by us as set forth on the cover page of this prospectus, no exercise of over-allotment option and after deducting underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per Class A Ordinary share, as adjusted to give effect to this offering, would be $0.63 per Class A Ordinary Share, and the dilution in pro forma net tangible book value per Class A Ordinary Share to new investors purchasing ordinary shares in this offering would be $5.37 per Class A Ordinary Share.

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ordinary shares and other terms of this offering determined at pricing.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

Established in 2017, we have rapidly grown into a premier MICE solutions provider based in Hong Kong. Our comprehensive marketing service portfolio is designed to meet the diverse needs of our clients, spanning across two core areas: (i) event management and (ii) stage production.

Key Factors that Affect Operating Results

Market demand and competition

The event management and stage production sector in Hong Kong is characterized by fierce competition, primarily due to low entry barriers that facilitate the entry of numerous companies into the market. This crowded environment poses several risks for both established and new firms. With many companies competing for the same clientele, aggressive pricing strategies often emerge as firms strive to win contracts. While competitive pricing can attract customers, it frequently results in a detrimental race to the bottom, undermining profit margins and threatening financial stability. In this pursuit to stay competitive, companies may compromise on quality or service standards, which can harm their reputation and long-term success.

Moreover, this competitive landscape heightens the chances of market saturation. As more players join the industry, the demand for services may become diluted, making it increasingly difficult for companies to stand out. This saturation can result in fewer growth opportunities and greater challenges in attracting new clients, as potential customers are faced with an overwhelming array of choices.

Geographical Limitations

Our Group’s clients primarily comprising local businesses, the market presents limited opportunities for growth and diversification. This uniformity can lead to market saturation, where the demand for events and productions fails to keep pace with the increasing number of service providers. Consequently, the overall health of the industry is compromised, as companies struggle to thrive within a confined customer base. To remain competitive, firms must innovate and distinguish themselves by offering unique services that resonate with local clients.

Additionally, dependence on a narrow client base or specific sectors poses substantial risks. Economic fluctuations or shifts in client budgets can significantly affect operations, particularly for companies reliant on a handful of major clients. Given that the industry is primarily tailored to the Hong Kong market, any downturn in local economic conditions can have pronounced effects. While diversifying the client portfolio is crucial, achieving this in a saturated market can be challenging, as attracting new clients often proves difficult.

Economic Sensitivity

A key factor influencing our Group’s performance is its sensitivity to economic conditions. Our business model is closely tied to clients’ budgets, which can vary significantly based on the broader economic landscape. During times of economic uncertainty or downturns, companies tend to cut back on spending for exhibitions and promotions, which can directly affect the revenue of event management firms. To navigate this cyclical demand, we have developed strategies that enhance our resilience, such as diversifying our service offerings and fostering long-term client relationships to ensure a consistent flow of projects.

Additionally, external factors like regulatory changes and global economic shifts can present challenges. However, we have learned from past disruptions, such as the COVID-19 pandemic, which highlighted the industry’s vulnerability to unforeseen events. In response, we have implemented robust contingency plans to mitigate risks, ensuring that we remain agile and prepared for future challenges while continuing to deliver quality services.

Rising Costs

Inflation presents a significant challenge to the operational viability of the company, especially regarding rising labor and material costs, which are critical components of event management and stage production company. In recent years, these expenses have escalated, negatively impacting profit margins and compelling companies to reassess their pricing strategies. As the costs of human resources and construction materials continue to rise, any increase in wages for suppliers’ employees and average consumer prices can further elevate the overall costs of services provided. Consequently, businesses must find effective ways to manage these expenses without compromising service quality. This may involve investing in more efficient processes, exploring cost-effective materials, or renegotiating contracts with suppliers. Failure to adapt to these rising costs could jeopardize the company’s competitiveness and overall performance, making it essential for firms to implement strategic measures to maintain high-quality productions while safeguarding their profitability.

Summary of Results of Operations

The following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future operating performance.

Comparison of the six month ended December 31, 2024 and 2023

The following table sets forth certain income statement data for the six months ended December 31, 2024 and 2023:

Revenues

We currently operate our business in Hong Kong and generate revenue primarily from the provision of event management and stage production services.

The table below sets forth a breakdown of our revenue for the six months ended December 31, 2024 and 2023:

For the six months ended December 31, 2024, our revenue was $2,868,494, a decrease of $58,084, or approximately 2.0%, compared to $2,926,578 for the six months ended December 31, 2023. We derive a significant portion of our total revenue from the provision of event management services, which comprise $2,235,481 or 77.9% and $2,267,221 or 77.5% of our total revenue for the six months ended December 31, 2024 and 2023, respectively. The decrease of $31,740 or approximately 1.4% for the six months ended December 31, 2024 was primarily due to the downturn in the local economy, which significantly impacted our clients’ budgeting decisions and led to the cancellation of some non-festival events that were conducted in 2023. Fortunately, we secured several scalable new clients in 2024, and the festival events organized for these clients helped offset the negative effects of the economic downturn. Apart from providing event management services, we generated revenue from the provision of stage production services. During the six months ended December 31, 2024 and 2023, we recognized the stage production services revenue of $633,013 or 22.1% and $659,357 or 22.5% of our total revenue, respectively. The decrease of $26,344 or approximately 4.0% for the six months ended December 31, 2024 was mainly attributable to the same reason as the decrease in event management service.

Cost of Revenue

For the six months ended December 31, 2024 and 2023, cost of revenue consists of the following:

For the six months ended December 31, 2024, our cost of revenues was $2,120,486, an decrease of $89,938, or 4.1%, compared to $2,210,424 for the six months ended December 31, 2023. The decrease was mainly attributable to the following reasons:

Purchase costs represent 41.7% and 44.0% of total cost of revenue for the six months ended 2024 and 2023, respectively. Purchase costs cover transportation, equipment and supplies, furniture, materials, and consumables in the implementation of our event and exhibition projects. A decrease of $89,559 or 9.2% for the six months ended December 31, 2024 was mainly due to higher purchase costs incurred on certain projects during the six months ended December 31, 2023. During six month ended December 31, 2023, we strategically focused on expanding our event management services into the entertainment and sports sectors, these projects are more sizable and complex which requires a greater supply of high-quality and functional high-end furniture and equipment. During six months ended December 31, 2023, we obtained a relatively large-scale and complex project, namely, “S2O Hong Kong Songkran Music Festival”, these projects were relatively large and complex in scale in which the purchase costs incurred on these projects were relatively greater than the smaller scale projects we completed during six months ended December 31, 2024.

Labor costs including labor compensation and related benefits for our full-time and part-time staff represent 17.1% and 17.6% of total cost of revenue for the six months ended December 31, 2024 and 2023, respectively. An decrease of $26,795 or 6.9% for the six months ended December 31, 2024 was mainly due to the decrease in headcount of our direct labor from approximately 16 average headcount during six month ended December 31, 2023 to approximately 15 average headcount during six months ended December 31, 2024.

Subcontracting costs represent 41.2% and 38.4% of total cost of revenue for the six months ended December 31, 2024 and 2023, respectively. An increase of $26,416 or 3.1% for the six months ended December 31, 2024 was mainly driven by inflation. Subcontracting costs cover services to implement a part of our event and exhibition projects that we outsourced to external providers due to the need for specialized expertise or lack of internal capacities including (i) event decoration cost such as the backdrop printing, banner and other accessories; (ii) cost of hiring event MC, entertainers and performers such as dance group, DJs, singer, etc to make the event program more unique and attractive; (iii) cost of hiring service personnel such as PRs and event advisers to ensure professionalism for the event; and (iv) event technology set up and media rental cost such as linking and supporting sound and light equipment, projection equipment, LED screens, computers and other IT tools for the best effect.

Overall, the decrease in the cost of revenue was proportionately larger than the decrease in revenue, primarily because we managed several relatively large-scale and complex projects during the six months ended December 31, 2023, which necessitated higher cost inputs. These projects were not repeated in the six months ended December 31, 2024.

Gross Profit

For the six months ended December 31, 2024, our gross profit was $748,008, representing an increase of $31,854, or 4.4%, compared to $716,154 for the six months ended December 31, 2023. As a percentage of revenue, our gross profit increased from approximately 24.5% for the six months ended December 31, 2023 to 26.1% for the six months ended December 31, 2024. The increase in our gross margin was mainly due to the decrease in the cost of revenue was proportionately larger than the decrease in revenue, primarily because we managed several relatively large-scale and complex projects during the six months ended December 2023, which necessitated higher cost inputs. These projects were not repeated in the six months ended December 2024.

Operating Expenses

Our operating expenses include general administrative expenses which comprise of administrative staff costs, entertainment and traveling expense, depreciation of property, plant and equipment, lease expense, office expenses and legal and professional fees.

For the six months ended December 31, 2024, our general administrative expenses were $519,272, representing an increase of $298,441, or 135.1%, compared to $220,831 for the six months ended December 31, 2023. This increase was mainly due to:

•        Administrative staff costs comprised of compensation, related benefits and recruitment expenses for our management and operating personnel constitute $61,990 or 25.6% and $49,957 or 11.9% of our general administrative expenses for the six months ended December 31, 2024 and 2023, respectively, representing an increase of $12,033, or 24.1%. The increase was mainly due to the salary increment during the six months ended December 31, 2024 and the additional headcount of operating staff that our average headcount increased from approximately 2 staff in six months ended December 31, 2023 to approximately 3 staff in six months ended December 31, 2024 to support our business growth.

•        Legal and professional fees constitute $287,421 or 55.4% and $7,693 or 3.5% of our general administrative expenses for the six months ended December 31, 2024 and 2023, respectively, representing an increase of $279,728 or 3636.1%, the increase was mainly due to the audit fee incurred during the application process of the IPO. The legal and professional fees mainly represent secretarial fee, statutory audit fee and tax consultancy fee for filing of annual returns, the provision of audit reports and the submission of tax returns as required under the relevant Hong Kong laws and regulations for all companies operating in Hong Kong. We expect our legal and professional fees will increase over time, reflecting the expense incurred during the application process of the IPO, as well as the higher costs of operating as a public company after the completion of the IPO.

Other Income

Other income is comprised mainly of miscellaneous income, interest income on bank deposits and government grants received for financial support to our business.

For the six months ended December 31, 2024 and 2023, other income was $1,077 and $957 respectively. The amount is insignificant for the six months ended December 31, 2024 and 2023.

Finance Costs

Finance costs comprised of finance charges for finance leases and interest expense on interest-bearing bank borrowings.

For the six months ended December 31, 2024, finance costs were $10,279, a decrease of $2,487 or approximately 19.5%, as compared to $12,766 for the six months ended December 31, 2023. The decrease was mainly due to the change in the effective interest rates on bank borrowings.

Provision for Income Tax Expense

We operate our business in Hong Kong and is subject to the Hong Kong corporate income tax rate of 16.5% on income derived from Hong Kong.

For the six months ended December 31, 2024 and 2023, provision for income tax expense was $58,965 and $48,060, respectively.

Net Income

For the six months ended December 31, 2024, our net income was $160,569, representing a decrease of $274,885 or 63.1%, compared to a net income of $435,454 for the six months ended December 31, 2023, primarily due to the reasons discussed above.

Liquidity and Capital Resources

Our principal sources of liquidity and capital resources have been cash flow from operations and cash advances from related parties. Our principal uses of cash have been, and we expect will continue to be, for working capital to support a reasonable increase in our scale of operations.

Given our current availability of capital to us, we believe our existing cash, cash equivalents, and cash flow from future operations will be sufficient to fund our operations for the next 12 months from the date of the release of this prospectus. We also believe that sufficient resources will be available beyond that point with the proceeds obtained from the offering of Shares hereunder.

As of December 31, 2024 and June 30, 2024, we had cash and cash equivalents of $392,686 and $448,888, respectively.

The following table summarizes the key cash flow components from our consolidated statements of cash flows for the periods indicated:

Comparison of Six Months Ended December 31, 2024 and 2023

Operating Activities

For the six months ended December 31, 2024

Net cash inflows from operating activities were $464,318 for the six months ended December 31, 2024. The difference between our net income of $160,569 and net cash inflows from operating activities was due to the adjustment of non-cash items in an aggregate amount of $69,253 and the cash generated in operating assets and liabilities in an aggregate amount of $234,496.

The adjustment of non-cash items is comprised of (i) depreciation of property, plant and equipment of $23,468; (ii) lease expenses of $35,214 for office premise and warehouse in Hong Kong; (iii) finance costs of $10,279 relating to the finance charges on finance leases and interest expense on bank borrowings; and (iv) movement on deferred income tax of $292.

The cash provided by operating assets and liabilities was mainly attributable to (i) increase in trade receivables of $(191,795), mainly due to more event projects were completed near the period-end for which the payment is due in the following period; (ii) increase in deposits and prepayments of $(158,486), mainly resulting from the payment of certain prepaid services during the period; (iii) increase in contract assets of $(174,883), mainly due to more services provided but not yet billed to customers closer to the end of the six months ended December 31, 2024, as compared to that of the fiscal year ended June 30, 2024; (iv) increase in trade payables, other payables and accruals of $522,703, mainly due to the increase in the amount due to our vendors as more projects were completed near the period-end; (v) increase in income tax payable of $58,672 which represented the provision amount for income tax on our taxable income for the period; and (vi) decrease in amounts due with related parties of $203,955 which represented repayments made by related parties during the period.

For the six months ended December 31, 2023

Net cash inflows from operating activities were $23,502 for the six months ended December 31, 2023. The difference between our net income of $435,454 and net cash inflows from operating activities was due to the adjustment of non-cash items in an aggregate amount of $48,114 and the cash used in operating assets and liabilities in an aggregate amount of $(460,066).

The adjustment of non-cash items is comprised of (i) depreciation of property, plant and equipment of $24,064; (ii) lease expenses of $15,304 for office premise and warehouse in Hong Kong; (iii) finance costs of $8,597 relating to the finance charges on finance leases and interest expense on bank borrowings; and (iv) movement on deferred income tax of $149.

The cash used in operating assets and liabilities was mainly attributable to (i) increase in trade receivables of $(689,224), mainly due to more event projects were completed near the period-end for which the payment is due in the following period; (ii) increase in deposits and prepayments of $(130,344), mainly resulting from the payment of certain prepaid services during the period; (iii) increase in contract assets of $(53,236), mainly due to more services provided but not yet billed to customers closer to the end of the six months ended December 31, 2023, as compared to that of the fiscal year ended June 30, 2023; (iv) increase in trade payables, other payables and accruals of $545,198, mainly due to the increase in the amount due to our vendors as more projects were completed near the period-end; (v) increase in income tax payable of $47,911 which represented the provision amount for income tax on our taxable income for the period and (vi) increase in amounts due with related parties of $(156,636) which represented expense paid on behalf of our related parties.

Investing Activities

Net cash outflows from investing activities were $nil for the six months ended December 31, 2024

Net cash outflows from investing activities were $5,307 for the six months ended December 31, 2023 respectively, which was due to (i) payment of $3,708 for the purchase of property, plant and equipment; and (ii) cash outflow related to the disposal of BU Production on September 23, 2023 of $1,599.

Financing Activities

Net cash outflows from financing activities were $(523,223) for the six months ended December 31, 2024, which was attributable to (i) payments of a dividend to shareholders of $(508,205); (ii) proceeds from loans payables of $180,000; (iii) repayment of bank loan payables of $(60,941) to the term loans with a bank in Hong Kong; (iv) payment of finance lease liabilities of $(14,108) related to the hire purchase financing for our motor vehicles; and (v) payments of offering costs related to the initial public offering of $(119,969) during the six months ended December 31, 2024.

Net cash outflows from financing activities were $(58,471) for the six months ended December 31, 2023, which was attributable to (i) repayment of bank loan payables of $(44,422) to the term loans with a bank in Hong Kong; and (ii) payment of finance lease liabilities of $(14,049) related to the hire purchase financing for our motor vehicles.

Off-Balance Sheet Arrangements

As of December 31 2024 and June 30, 2024, we had no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.

Comparison of the Years Ended June 30, 2024 and 2023

The following table sets forth certain income statement data for the years ended June 30, 2024 and 2023:

Revenues

We currently operate our business in Hong Kong and generate revenue primarily from the provision of event management and stage production services.

The table below sets forth a breakdown of our revenue for the fiscal years ended June 30, 2024 and 2023:

For the fiscal year ended June 30, 2024, our revenue was $5,812,204, an increase of $2,273,231, or 64.2%, compared to $3,538,973 for the fiscal year ended June 30, 2023. We derive a significant portion of our total revenue from the provision of event management services, which comprise $4,681,586 or 80.5% and $2,554,480 or 72.2% of our total revenue for the fiscal year 2024 and 2023, respectively. The increase of $2,127,106 or 83.3% for the fiscal year 2024 was mainly attributable to the scale of projects we obtained was generally larger in fiscal year 2024 which the average project fee grew from approximately $28,071 per project for the fiscal year 2023 to approximately $51,446 per project for the fiscal year 2024. Apart from providing event management services, we generated revenue from the provision of stage production services. During the fiscal years ended June 30, 2024 and 2023, we recognized the stage production services revenue of $1,130,618 or 19.5% and $984,493 or 27.8% of our total revenue, respectively. The increase of $146,125 or 14.8% for the fiscal year 2024 was mainly attributable to the same reason as the increase in event management service.

Cost of Revenue

For the fiscal years ended June 30, 2024 and 2023, cost of revenue consists of the following:

For the fiscal year ended June 30, 2024, our cost of revenues was $4,311,964, an increase of $1,481,309, or 52.3%, compared to $2,830,655 for the fiscal year ended June 30, 2023. The increase was mainly attributable to the following reasons:

Purchase costs represent 38.0% and 23.3% of total cost of revenue for the fiscal years 2024 and 2023, respectively. Purchase costs cover transportation, equipment and supplies, furniture, materials, and consumables in the implementation of our event and exhibition projects. An increase of $979,332 or 148.6% for the fiscal year ended June 30, 2024 was mainly due to higher purchase costs incurred on certain projects. During fiscal year ended June 30, 2024, we strategically focused on expanding our event management services into the entertainment and sports sectors, these projects are more sizable and complex which requires a greater supply of high-quality and functional high-end furniture and equipment. In fiscal year ended June 30, 2024, we obtained two relatively large-scale and complex projects, namely, “S2O Hong Kong Songkran Music Festival” and “Hong Kong Fitness & Wellness Expo”, these projects were relatively large and complex in scale in which the purchase costs incurred on these projects were relatively greater than the smaller scale projects we completed in fiscal year ended June 30, 2023.

Labor costs including labor compensation and related benefits for our full-time and part-time staff represent 19.2% and 23.2% of total cost of revenue for the fiscal year 2024 and 2023, respectively. An increase of $172,927 or 26.4% for the fiscal year ended June 30, 2024 was mainly due to the salary increment and the increase in headcount of our direct labor from approximately 10 average headcount in fiscal year 2023 to approximately 13 average headcount in fiscal year 2024 for supporting our surge of new projects. In addition, we hired more part-time workers to assist with the increased number of projects obtained in fiscal year 2024.

Subcontracting costs represent 42.8% and 53.5% of total cost of revenue for the fiscal year 2024 and 2023, respectively. An increase of $329,050 or 21.7% for the fiscal year ended June 30, 2024 was mainly due to more resources and components from subcontractors that we needed to complete the larger scale and more complex projects. Subcontracting costs cover services to implement a part of our event and exhibition projects that we outsourced to external providers due to the need for specialized expertise or lack of internal capacities including (i) event decoration cost such as the backdrop printing, banner and other accessories; (ii) cost of hiring event MC, entertainers and performers such as dance group, DJs, singer, etc to make the event program more unique and attractive; (iii) cost of hiring service personnel such as PRs and event advisers to ensure professionalism for the event; and (iv) event technology set up and media rental cost such as linking and supporting sound and light equipment, projection equipment, LED screens, computers and other IT tools for the best effect.

Overall, the increase in cost of revenue was proportionately less than the increase in revenue due to the fixed costs, including labor costs, which do not increase in line with revenue and are spread over the increased revenues.

Gross Profit

For the fiscal year ended June 30, 2024, our gross profit was $1,500,240, representing an increase of $791,922, or 111.8%, compared to $708,318 for the fiscal year ended June 30, 2023. As a percentage of revenue, our gross profit increased from 20.0% for the fiscal year ended June 30, 2023 to 25.8% for the fiscal year ended June 30, 2024. The increase in our gross margin was mainly due to the growth in our revenues, while fixed costs did not increase in line with revenue and were spread over the increased of revenue.

Operating Expenses

Our operating expenses include general administrative expenses which comprise of administrative staff costs, entertainment and traveling expense, depreciation of property, plant and equipment, lease expense, office expenses and legal and professional fees.

For the fiscal year ended June 30, 2024, our general administrative expenses were $471,550, representing an increase of $128,872, or 37.6%, compared to $342,678 for the fiscal year ended June 30, 2023. This increase was mainly due to:

•        Administrative staff costs comprised of compensation, related benefits and recruitment expenses for our management and operating personnel constitute $142,424 or 30.2% and $47,742 or 13.9% of our general administrative expenses for the fiscal years ended June 30, 2024 and 2023, respectively, representing an increase of $94,682, or 198.3%. The increase was mainly due to the salary increment during the fiscal year ended June 30, 2024 and the additional headcount of operating staff that our average headcount increased from approximately 2 staff in fiscal year of 2023 to approximately 3 staff in fiscal year of 2024 to support our business growth.

•        Entertainment and traveling expense constitute $143,620 or 30.5% and $89,698 or 26.2% of our general administrative expenses for the fiscal years ended June 30, 2024 and 2023, respectively, representing an increase of $53,922, or 60.1%. This increase was attributable to the expense incurred for promoting and marketing strategy through business meetings and frequent customer visits. The increase in revenues during the fiscal year ended June 30, 2024 has signified our success on spending entertainment and traveling efforts on locating potential customers and securing new event projects.

•        Depreciation of property, plant and equipment constitute $46,202 or 9.8% and $51,285 or 15.0% of our general administrative expenses for the fiscal years ended June 30, 2024 and 2023, respectively. During the fiscal year of 2024, we had spent on purchasing a new motor vehicle on a finance lease, acquiring new computer equipment and renovating the newly leased office and warehouse to fulfill our growing business.

•        Lease expense constitute $43,195 or 9.2% and $59,163 or 17.3% of our general administrative expenses for the fiscal years ended June 30, 2024 and 2023, respectively. The decrease was due to the early termination of an operating lease for an office premise that was signed under BU Production, which we had disposed of this subsidiary on September 23, 2023.

•        Office expenses comprised of utilities, cleaning expense, building management fee, bank charges, low-value computer equipment and consumables constitute $75,293 or 16.0% and $82,001 or 23.9% of our general administrative expenses for the fiscal years ended June 30, 2024 and 2023, respectively, representing a decrease of $6,708, or 8.2%. The decrease was mainly due to the incurrence of the non-recurring items in fiscal year of 2023 including the loss on disposal of property, plant and equipment of $4,211 and the loss on cash surrender value on life insurance policies of $7,792, which were absent in fiscal year of 2024.

•        Legal and professional fees constitute $17,463 or 3.7% and $10,365 or 3.0% of our general administrative expenses for the fiscal years ended June 30, 2024 and 2023, respectively. The legal and professional fees mainly represent secretarial fee, statutory audit fee and tax consultancy fee for filing of annual returns, the provision of audit reports and the submission of tax returns as required under the relevant Hong Kong laws and regulations for all companies operating in Hong Kong. Although the amount is insignificant for the fiscal years ended June 30, 2024 and 2023, we expect our legal and professional fees will increase over time, reflecting the expense incurred during the application process of the IPO, as well as the higher costs of operating as a public company after the completion of the IPO.

Other Income

Other income is comprised mainly of miscellaneous income, interest income on bank deposits and government grants received for financial support to our business.

For the fiscal year ended June 30, 2024, other income was $4,938, representing a decrease of $16,747 or 77.2%, as compared to $21,685 for the fiscal year ended June 30, 2023. The decrease was mainly due to the decrease in government grants of $11,819 from $12,251 for the fiscal year ended June 30, 2023 to $432 for the fiscal year ended June 30, 2024.

Finance Costs

Finance costs comprised of finance charges for finance leases and interest expense on interest-bearing bank borrowings.

For the fiscal year ended June 30, 2024, finance costs were $24,624, a decrease of $886 or 3.5%, as compared to $25,510 for the fiscal year ended June 30, 2023. The decrease was mainly due to the change in the effective interest rates on bank borrowings.

Provision for Income Tax Expense

We operate our business in Hong Kong and is subject to the Hong Kong corporate income tax rate of 16.5% on income derived from Hong Kong.

For the fiscal years ended June 30, 2024 and 2023, provision for income tax expense was $128,787 and $31,283, respectively.

Net Income

For the fiscal year ended June 30, 2024, our net income was $880,217, representing an increase of $549,685 or 166.3%, compared to a net income of $330,532 for the fiscal year ended June 30, 2023, primarily due to the reasons discussed above.

Liquidity and Capital Resources

Our principal sources of liquidity and capital resources have been cash flow from operations and cash advances from related parties. Our principal uses of cash have been, and we expect will continue to be, for working capital to support a reasonable increase in our scale of operations.

finance charges on finance leases and interest expense on bank borrowings; (iv) movement on deferred income tax of $8,975; (v) loss on disposal of property, plant and equipment of $4,211; (vi) loss on the cash surrender value of $7,792 of life insurance policies purchased for one of our directors and we are the policyholder.

The cash used in operating assets and liabilities was mainly attributable to (i) increase in trade receivables of $(357,533), mainly due to more event projects were completed near the year-end for which the payment is due in the following year; (ii) decrease in deposits and prepayments of $107,000, mainly due to certain prepaid services were fully utilized or significantly reduced; (iii) increase in trade payables, other payables and accruals of $312,532, mainly due to the increase in the amount due to our vendors as more projects were completed near the year-end; (iv) decrease in advance from a customer of $(134,874), mainly due to the service related to the advance received was being rendered during the year; and (v) increase in amounts due with related parties of $(238,852) which represented expense paid on behalf of our related parties.

Investing Activities

Net cash outflows from investing activities were $(27,001) for the fiscal year ended June 30, 2024, which was due to (i) payment of $25,402 for the purchase of property, plant and equipment; and (ii) cash outflow related to the disposal of BU Production on September 23, 2023 of $(1,599).

Net cash outflows from investing activities were $(70,205) for the fiscal year ended June 30, 2023, which was due to (i) payment of $8,444 for the purchase of property, plant and equipment; and (ii) payment of $(61,761) in connection with the purchase of two life insurance policies for one of our directors.

Financing Activities

Net cash outflows from financing activities were $(129,096) for the year ended June 30, 2024, which was attributable to (i) repayment of bank loan payables of $(100,997) to the term loans with a bank in Hong Kong; and (ii) payment of finance lease liabilities of $(28,099) related to the hire purchase financing for our motor vehicles.

Net cash inflows from financing activities were $359,314 for the year ended June 30, 2023, which was attributable to (i) proceeds from bank loans of $498,225; (ii) repayment of bank loan payables of $(85,062) to the term loans with a bank in Hong Kong; and (ii) payment of finance lease liabilities of $(53,849) related to the hire purchase financing for our motor vehicles.

Off-Balance Sheet Arrangements

As of June 30, 2024 and 2023, we had no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.

Internal Control over Financial Reporting

Prior to this offering, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal controls and our independent registered public accounting firm has not conducted an audit of our internal controls. However, in connection with the audit of our consolidated financial statements as of and for the fiscal years ended June 30, 2024 and 2023, we identified a material weakness in our internal controls. As defined by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal controls, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified is related to the lack of sufficient personnel adequately trained in and have appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and related disclosures to fulfil U.S. GAAP and SEC financial reporting requirements.

We have started and intend to implement measures to improve our internal controls to address the underlying causes of the material weakness. In particular, we have hired a specialized U.S. GAAP accounting consultant to assist us in the preparation of our financial statements in U.S. GAAP. We have also commenced searching for full time qualified accounting personnel with experience in U.S. GAAP to fill up the key roles in the finance operations. We expect the material weaknesses to be remediated after listing at no material cost.

BUSINESS

Our mission

Our mission is to be a leading provider of comprehensive meetings, incentives, conferences and exhibitions (“MICE”) solutions, delivering exceptional event management and stage production. We are committed to exceeding our clients’ expectations by crafting innovative, high-quality experiences that meet their unique specifications and drive their success.

Overview

Established in 2017, we have rapidly grown into a premier MICE solutions provider based in Hong Kong. Our comprehensive marketing service portfolio is designed to meet the diverse needs of our clients, spanning across two core areas: (i) event management and (ii) stage production.

(a)    Event management services

In the realm of event management, our operating subsidiary, BU Creation, excels as creative planners and meticulous executors. We curate and manage a wide spectrum of events, including cultural, artistic, recreational, and corporate promotions. Our approach is deeply collaborative, and we work closely with our clients to bring their visions to life. From the initial concept to the final execution, we ensure every detail is aligned with our clients’ objectives, delivering events that resonate and captivate audiences. In addition, we have collaborated with event production houses to co-host various remarkable events in Hong Kong. Notable examples include the S2O Songkran Music Festival Hong Kong, the Spartan Race Hong Kong, and the Grade 10 Asia Card Show Hong Kong.

Under our event management services, BU Creation directly engages in (i) design and planning, (ii) project management, and (iii) on-site supervision.

Our revenue derived from event management services represents approximately 77.9% and 77.5,% and 80.5% and 72.2% of our total revenue for the six months ended December 31, 2024 and 2023, and years ended June 30, 2024 and 2023, respectively.

(b)    Stage production services

Our expertise in stage production lies in our ability to transform spaces into immersive experiences. Our operating subsidiary, BU Workshop, meticulously coordinates with suppliers to integrate advanced lighting, visual and audio systems, stage performance elements and venue decorations. Our goal is to create environments that not only engage but also leave a lasting impression, elevating the impact of every event we manage.

Under our stage project services, BU Workshop directly manages the entire production process, from stage management and technical direction to the fabrication and installation of set elements. The lighting and visual and audio systems required are sourced from its suppliers.

Our revenue derived from stage production services represents approximately 22.1% and 22.5,% and 19.5% and 27.8% of our total revenue for the six months ended December 31, 2024 and 2023, and years ended June 30, 2024 and 2023, respectively.

Our diverse clientele includes public institutions, marketing and public relations firms, real estate corporations, and a number of established brands. This broad customer base reflects our ability to deliver customized solutions that meet the high standards of various sectors. Our revenue decreased from approximately US$2.93 million for the six months ended December 31, 2023 to approximately US$2.87 million for the six months ended December 31, 2024, representing a slight decrease of approximately 2.0%; our profit before tax decreased from approximately US$0.48 million to approximately US$0.22 million in the corresponding periods, representing an decrease of approximately 54.6%. Our net income decreased from approximately US$0.435 million for the six months ended December 31, 2023 to approximately US$0.161 million for the six months ended December 31, 2024, representing a decrease of approximately 63.1%. Our revenue increased from approximately US$3.5 million for the year ended June 30, 2023 to approximately US$5.8 million for the year ended June 30, 2024, representing an increase of

approximately 64.2%; while our profit before tax increased from approximately US$0.4 million to approximately US$1.0 million in the corresponding periods, representing an increase of approximately 178.9%. Our net income increased from approximately US$0.3 million for the year ended June 30, 2023 to approximately US$0.9 million for the year ended June 30, 2024, representing an increase of approximately 166.3%.

Our competitive strengths

Experienced and capable leadership

Our leadership team is a cornerstone of our success, bringing together extensive experience and industry expertise. Ms. Nana CHAN, our Chairperson, has over 8 years of experience in the MICE industry in Hong Kong, coupled with extensive managerial experience that is essential in driving our strategic vision. Mr. Wai Kwong POON, our Chief Executive Officer, also has over 20 years of experience in the same industry, with a proven track record of excellence in leadership. Together, Ms. Chan and Mr. Poon play pivotal roles in steering our strategic development and guiding major decision-making processes. They are supported by a management team that is deeply experienced in the MICE solutions industry, ensuring that our company remains competitive and well-positioned to capitalize on emerging market opportunities.

Comprehensive, one-stop MICE solutions

We provide seamless, all-encompassing MICE solutions designed to elevate our clients’ brands through exceptional events and impactful visual experiences. Our professional event planning team manages every aspect of the event process, from the initial concept to on-site execution, ensuring an engaging experience for the audience. We meticulously oversee every detail, including venue selection, vendor coordination, attendee registration, and post-event reporting. Beyond our comprehensive event management services, we offer state-of-the-art stage production capabilities that leave a lasting impact on attendees. Our in-house creative designers collaborate closely with clients to deeply understand their brand positioning and objectives, transforming them into impactful brand identities and visual assets. This integrated approach enables us to deliver holistic MICE solutions that not only serve to highlight our clients’ brands but also create meaningful engagement with the audience. Our unwavering commitment to excellence is evident in our thorough understanding of our clients’ needs, as well as our flexibility and responsiveness to their requests. These qualities ensure that our MICE solutions consistently meet and exceed our clients’ expectations.

Innovative and skilled in-house design team

Our in-house design team is renowned for its outstanding creativity and exceptional execution capabilities. With a keen understanding of each client’s specific needs and brand guidelines, our team possesses the expertise to seamlessly integrate a wide array of design features, layouts, and formats into every deliverable, ensuring that each project has a unique and impactful presentation. Our in-house design team plays a pivotal role in elevating the quality of our outputs, optimizing production timelines, and managing our resources efficiently. Their innovative approach, coupled with meticulous attention to detail, ensures that we consistently deliver high-quality, visually captivating materials that not only meet but exceed our clients’ expectations.

Stable relationships with a diversified customer base

By leveraging our industry reputation and proactive customer relationship management, we have successfully built a broad and diverse customer base, including public institutions, marketing and public relations firms, real estate corporations, and a number of established brands. This success is largely due to our expansive business network and the unwavering dedication of our management and business development teams. Their strategic initiatives and commitment to excellence have enabled us to forge strong, long-lasting relationships with our clients, driving sustained growth and solidifying our market presence. For the six months ended December 31, 2024 and 2023, and financial year ended June 30, 2023 and 2024, our top five customers accounted for 63.9% and 75.5,% and 69.4% and 67.9% of our total revenue respectively.

Our ability to maintain close and stable relationships with customers from various industries also allows us to gain deeper insights into their evolving needs and emerging market trends. This understanding enhances our ability to consistently meet and exceed our clients’ expectations, ensuring that our solutions are both relevant and impactful.

Growth Strategies

Enhancing brand recognition and strengthening marketing initiatives

We are committed to building upon our existing marketing efforts to further elevate our brand and expand our market share within the MICE solutions industry. Our strategy involves increasing brand awareness through targeted promotional activities, including active participation in industry events and exhibitions. By leveraging various marketing platforms and channels, we aim to strengthen our business development capabilities, attract new customers, and solidify our position as a leader in the industry. Additionally, we plan to enhance our brand credibility through the acquisition of intellectual properties for well-established events, from time to time. Expanding our event portfolio in this manner will not only strengthen our operational capabilities but also position us to continually showcase our commitment and ability to deliver comprehensive and exceptional experiences. These efforts will further entrench our status as an established market player, driving long-term growth and reinforcing our competitive edge in the evolving MICE landscape. We do not currently have any specific target for the event or event’s intellectual properties acquisitions.

Expanding service offerings and broadening market reach

To continuously improve our service capabilities, we intend to selectively pursue strategic acquisition opportunities with upstream suppliers. This approach will allow us to enhance our expertise in event management, exhibition, and stage production services. Our focus is on identifying and acquiring businesses that complement our existing strengths and facilitate geographic expansion. While specific targets have not yet been identified, we are particularly interested to explore the acquisition target or opportunities that align with our core competencies, such as information technology companies, stage equipment providers, and media and interactive communications providers. Our proactive approach to growth reflects our unwavering commitment to innovation and excellence in the MICE solutions industry. By staying at the forefront of industry advancements, we are dedicated to delivering unparalleled value to our customers and ensuring long-term success.

Integrating advanced technologies into our events

A key aspect of our growth strategy is to increase the integration of advanced technologies such as live streaming, augmented reality (AR) and virtual reality (VR) into our events. By enhancing our technological capabilities, we aim to create a more immersive and engaging experience for our event participants. While in-person events remain a cornerstone of our business, the evolution of virtual and hybrid formats presents an exciting opportunity to expand our audience reach by creating dynamic, tech-driven events that resonate with modern attendees. Increased integration of these technologies will also allow us to tailor experiences to the preferences and behaviors of our attendees in real time. By integrating advanced digital solutions into our events, we will not only differentiate our offerings but also solidify our position within the MICE industry. This strategy positions us to meet the growing demand for technology-enhanced innovation at events, thereby driving higher attendance, boosting satisfaction, and ensuring sustainable growth and a lasting competitive advantage. We plan to integrate these technologies in our business through procurement from third party information technologies vendors in or around early-2026 and we expect the procurement costs would be approximately US$ 1.0 million in this regard.

Expansion into the U.S. and Southeast Asia

As part of our strategic growth, we are planning to expand into the U.S. and Southeast Asia to capitalize on new market opportunities. In the U.S., we will leverage our strengths in event management and stage production to establish a strong presence in key metropolitan areas such as New York City. Our focus will be on forming strategic partnerships and delivering tailored solutions that meet the unique needs of this market. In Southeast Asia, we aim to tap into the region’s rapid economic growth by establishing regional offices in key cities. These offices will allow us to offer culturally relevant MICE solutions while maintaining our global standards of excellence. This expansion reflects our commitment to growth and innovation, positioning us as a key player in these dynamic regions. As at the date of this prospectus, we do not have an exact timeframe for our expansion plan into the U.S. and Southeast Asia.

Our services

Showcased below are highlights from successful events organized by us.

Event Management Services

In providing our event management services, we take on the role of a comprehensive event manager, crafting tailored plans for a diverse range of cultural, artistic, recreational, and corporate promotional events according to our clients’ specific requests. Our process is meticulously divided into three key stages: (i) design and planning, (ii) project management, and (iii) on-site supervision.

(i)     Design and planning

We collaborate with our clients to develop themes and concepts that align with their event objectives, ensuring that each element — whether it be a location, product, or service — is presented in the most impactful and effective manner. Our team creates detailed, all-encompassing plans that outline every aspect of the event’s execution. Additionally, we design and provide essential graphics and content to suppliers, enabling them to create promotional materials for various channels, including printed and online advertisements, web pages, and social media platforms.

(ii)    Project management

Our team oversees the entire execution of the event, coordinating seamlessly with our in-house stage production teams or engaging external service providers as needed. We manage all on-site operational services and the production of event materials, ensuring that every detail is executed to perfection.

(iii)   On-site supervision

We are also responsible for the on-site supervision of the event. This includes overseeing the installation and decoration at the venue, conducting final inspections to ensure that all elements meet our stringent quality standards, and confirming that the event aligns with the agreed-upon specifications and requirements of the client.

Stage Production Services

Our stage production services help to bring creative visions to life. We coordinate with suppliers to manage all aspects of stage production, including lighting, visual and audio systems, stage performances, venue decoration, and software technology. Our goal is to create immersive exhibitions and stages that captivate audiences and leave a lasting impression.

Sales and marketing

Our ability to secure new business is deeply rooted in our strong industry reputation and proven track record. We have cultivated long-lasting relationships with a diverse clientele, including public institutions, marketing and public relations firms, real estate corporations, and a number of established brands, and this is a testament to our unwavering commitment to delivering high-quality MICE solutions. Our sales and marketing efforts are led by our Chief Executive Officer, Mr. Poon, who has more than 20 years of experience in the MICE industry in Hong Kong.

We place immense value on building and maintaining customer loyalty, which we recognize as a cornerstone of our success. Our dedicated customer care services are instrumental in fostering close connections with our clients, ensuring they feel valued and understood. We prioritize obtaining feedback from our customers after the completion of each project to ensure customer satisfaction. Our close relationship with our clients also enables us to understand and better address the unique needs of each client, ensuring personalized services and fostering long-term partnerships. Through these efforts, we are able to continuously enhance our market presence and build robust, trust-based relationships.

While we prioritize maintaining our existing client relationships, we are equally focused on growth and diversification. We actively pursue new business opportunities with companies that have yet to engage our services. Our business development team is committed to maintaining strong customer relationships, staying informed about market developments, and identifying potential opportunities. In addition, we strategically operate and maintain our website, https://bucreation.com/, and our Instagram account, @bu.creation. These platforms serve not only as dynamic showcases of our Group’s background, services, and latest developments but also functions as vital tools in our online marketing efforts. By leveraging these digital platforms, we are able to expand our market coverage, attract new customers, and strengthen our commercial presence in Hong Kong. The strategic use of our website and Instagram account allows us to reach a wider audience, engage with potential clients, and effectively promote our brand in an increasingly digital world.

Operations

Our business operations are structured into three distinct phases: the pitching and tendering phase, the execution phase, and the post-project phase.

Pitching and tendering phase

During the pitching and tendering phase, we meticulously review the project brief provided by the potential customer to thoroughly understand the objectives, goals, and concepts of the project. We then conduct a comprehensive evaluation of the prospective project, taking into account (i) the project’s purpose; (ii) customer expectations; (iii) the nature and scale of the project; (iv) technical specifications; (v) available manpower; and (vi) any potential challenges. Following this internal assessment, we assemble a specialized project team that will (i) research similar projects; (ii) assess alternative MICE solutions; (iii) compare the strengths and weaknesses of these alternatives; (iv) consult with our suppliers on capacity and obtain fee quotations; and (v) create preliminary designs and drawings for customer review. Based on supplier quotations and our cost estimates, the project team prepares a preliminary profit and loss plan, establishing the initial budget for the project. This proposed quotation or tendering price is then submitted for management approval.

We may also be required to prepare and submit formal tender documents, which undergo a thorough review and approval process by our management prior to submission for the customers’ consideration. Upon acceptance of our quotation or tender by the customer, we confirm the details of the quotation, material selections, and work schedules.

Execution phase

Following customer approval of the implementation plan, our project team advances to the execution phase:

(a)     Event management services

Our project team coordinates with suppliers to provide various on-site operational services, produce event materials, and develop marketing channels. Throughout this phase, we maintain rigorous on-site supervision to ensure that all setup and required work are executed in strict accordance with our implementation plans. Should any defects or irregularities arise, or if the customer requests modifications, we will promptly direct our suppliers to implement corrective actions. Prior to the event, our team coordinates final run-throughs with our suppliers to ensure smooth execution of the event. Depending on the event’s nature and scale, the execution phase may span from a few days to a month, with our project team actively managing the event throughout its duration.

(b)    Stage production services

We collaborate with suppliers to construct the complete physical and technical environment necessary for our customers’ events. This includes sourcing and managing suppliers for lighting, visual and audio systems, and integrating these elements to create a cohesive aesthetic experience. Additionally, we oversee stage performances, venue decorations, and software integration to support on-site operations. Our team manages the entire production process, from stage management and technical direction to the fabrication and installation of set elements, ensuring flawless execution.

Post project phase

Upon project completion, we conduct a wrap-up meeting with our customers to gather feedback and ensure satisfaction with the final deliverables and overall engagement. Based on this feedback, we are able to identify potential areas for improvement as well as new opportunities for additional services or support.

Depending on the customer’s requirements, we may prepare detailed post-project reports. These reports document the project highlights and details, including the theme, event flow, guest lists, sponsor lists, guest feedback, media coverage, and include photos and videos of the event.

Customers

Our diverse clientele includes public institutions, marketing and public relations firms, real estate corporations, and a number of established brands. For the six months ended December 31, 2024 and 2023, we have provided services to over 30 and 40 customers, respectively. For the years ended June 30, 2024 and 2023, we have provided services to over 50 and 40 customers, respectively.

The following table sets out the percentage of revenue generated from our top five customers:

For the six months ended December 31, 2024:

For the six months ended December 31, 2023:

For the year ended June 30, 2024:

For the year ended June 30, 2023:

General terms with customers

As is standard industry practice, we generally do not enter into long-term agreements with our customers, but rather offer our services on an individual project basis.

The material terms of our engagement with our customers are summarized as follows:

Credit and payment terms

We typically grant our customers a credit period ranging from 60 to 90 days from the invoice date. Payments are generally settled in Hong Kong dollars via telegraphic transfer.

Pricing strategy

When determining our service fees for each customer engagement, we carefully evaluate several key factors, including: (i) the type and nature of the MICE solutions required; (ii) the costs of services, encompassing material costs, labor expenses, and supplier charges; (iii) the scale and complexity of the project; (iv) current market rates and competitor pricing; (v) the size and reputation of the customer; (vi) our existing relationship with the customer; and (vii) potential future business opportunities that the customer may present.

Suppliers

Our suppliers comprise mainly stage equipment providers, printing production facilities and information technology companies. For the six months ended December 31, 2024 and 2023, there was 1 supplier accounted for over 10% of the total purchases for the periods. For the year ended June 30, 2024, none of our suppliers accounted for over 10% of the total purchases for the year. For the year ended June 30, 2023, there was 1 supplier accounted for over 10% of the total purchases for the year.

We engage our suppliers on an individual project basis and hence we did not enter into any long-term or exclusive cooperation agreement with them.

Competition

While the MICE solutions industry lacks a formal qualification system, we believe that success in this field hinges on several critical factors: effective and efficient organization and management, strong emergency management capabilities, and specialized knowledge in areas such as equipment assembly and debugging techniques. These competencies are essential for the successful execution of events and exhibitions. Consequently, customers tend to prefer established providers with a proven track record and reputation, like ourselves, while new market entrants often face challenges in gaining a foothold.

We differentiate ourselves from competitors by excelling in efficiency, service quality, responsiveness, and design capabilities. Our competitive edge is further strengthened by our unwavering focus on customer service, our ability to consistently meet clients’ requirements in a timely manner, and our commitment to delivering high-quality work.

Quality control

Maintaining the highest standards of quality is a fundamental aspect of our operations and a key driver of our reputation in the MICE solutions industry. Our commitment to quality control permeates every facet of our business, ensuring that all projects meet the stringent expectations of our clients and reflect our dedication to excellence.

We have implemented a robust Quality Management System (QMS) that governs our entire operation. This system is designed to guarantee consistency, reliability, and excellence across all services we provide. Our QMS includes clearly defined procedures and rigorous quality checkpoints that are adhered to throughout our projects.

To uphold these standards, we work closely with our clients to fully understand their objectives and expectations. This collaborative approach allows us to set precise quality benchmarks that guide every aspect of our work. We also maintain strict oversight of our suppliers and partners, ensuring that all materials and services meet the highest industry standards.

Our team of experienced staff is committed to ensuring excellence in every project, paying close attention to every detail from inception to completion. We uphold rigorous quality standards throughout the process, ensuring that all outcomes surpass client expectations.

Continuous improvement is at the heart of our quality control strategy. We conduct thorough reviews after each project, gathering feedback from clients and internal teams to identify areas for enhancement. These insights are used to refine our processes, ensuring that we consistently deliver top-tier services.

Seasonality

We generally observe a significant increase in activity during major festivals, holidays, and the summer season in Hong Kong. Our peak periods often occur around Easter, the summer holiday, and Christmas, when event bookings surge as companies and individuals plan celebrations, parties, and other festive gatherings

Employees

We employed 14 full-time staff in Hong Kong as of the date of this prospectus, 14 full-time staff in Hong Kong as of December 31, 2024, 14 full-time staff in Hong Kong as of June 30, 2024, 14 full-time staff in Hong Kong as of June 30, 2023 and 6 full-time staff in Hong Kong as of June 30, 2022. The following table sets forth the number of employees of our Group by functions as of the date of December 31, 2024, June 30, 2024, 2023 and 2022:

We have not experienced any significant disputes with our employees or any disruption to our operations due to any labor disputes. We have not experienced any difficulties in recruiting suitable employees. Our remuneration package includes salary and discretionary bonuses. In general, we determine employees’ salaries based on their qualifications, position and seniority. In order to attract and retain valuable employees, we review the performance of our employees annually which will be taken into account in annual salary review and promotion appraisal.

Trainings are provided to our newly joined staff for the tasks they perform and we offer continuous trainings to our employees from time to time to improve their skills and to develop their potential. We consider our labor practices and employee relations to be good.

Insurance

As of the date of this prospectus, we have maintained insurance policies on employees’ compensation, director life insurance and property all risks insurance for our office facilities. We have also secured one-off insurance coverage for our events on an as-needed basis, such as contractors’ all risks insurance and public liability insurance. We consider our insurance policies to be adequate and in line with industry standard. We were not subject to any material insurance claims or liabilities arising from our business operation.

Properties

We do not own any real property.

As of the date of this prospectus, we entered into the following lease agreement:

Licenses and Permits

As of the date of this prospectus, apart from business registration certificates, the Company and/or its subsidiaries are not required to obtain any permission or approval from Hong Kong authorities to operate our business. Our operating subsidiaries in Hong Kong, BU Creation and BU Workshop, have received all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong and no permission or approval has been denied.

Legal Proceedings

We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business. During the six months ended December 31, 2024 and 2023, and years ended June 30, 2024 and 2023 and as of the date hereof, neither we nor any of our subsidiaries have been involved in any other litigation, claim, administrative action or arbitration which had a material adverse effect on the operations or financial condition of the Company.

Intellectual Properties

As of the date of this prospectus, we have registered the following trademark:

We are also the registered owner of the domain name https://bucreation.com/, which was registered on May 26, 2017 and expires on May 26, 2028.

REGULATIONS

Our business operations are conducted in Hong Kong and are primarily subject to Hong Kong laws and regulations. This section summarizes the most significant rules and regulations that affect our business activities.

Business Registration

Business Registration Ordinance

The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every entity which carries on a business in Hong Kong to apply for business registration and to display the valid business registration certificate at the place of business. Any person who fails to apply for business registration or display a valid business registration certificate at the place of business shall be guilty of an offence and shall be liable to a fine of HK$5,000 and imprisonment for one year.

Taxation

Inland Revenue Ordinance

The Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) (the “IRO”) regulates taxes on property, earnings and profits in Hong Kong. The IRO provides that every person including corporations, partnerships, trustees and bodies of persons, carrying on any trade, profession or business in Hong Kong are liable for tax on all profits (excluding profits arising from the sale of capital assets) arising in or derived from Hong Kong from such trade, profession or business. As at the Latest Practicable Date, the standard profits tax rate for corporations is at 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000. The IRO also contains provisions relating to, among others, permissible deductions for outgoings and expenses, set-offs for losses and allowances for depreciations.

Tax on dividends

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect to dividends paid by the Company.

Capital gains and profit tax

No tax is imposed in Hong Kong in respect to capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession, or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax, which is imposed at the rates of 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000 on corporations from the year of assessment commencing on or after April 1, 2018. Certain categories of taxpayers (for example, financial institutions, insurance companies, and securities dealers) are likely to be regarded as deriving trading gains rather than capital gains unless these taxpayers can prove that the investment securities are held for long-term investment purposes.

Stamp Duty Ordinance

Under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), the Hong Kong stamp duty currently charged at the ad valorem rate of 0.13% on the higher of the consideration for or the market value of the shares will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares (in other words, a total of 0.26% is currently payable on a typical sale and purchase transaction of Hong Kong shares). In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.

Employment

Employment Ordinance

The Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (the “EO”) provides for, among other things, the basic employment protection of wages to all employees to regulate the general conditions of employment and for matters connected therewith.

The EO provides that where a contract of employment is terminated, any sum due to the employee shall be paid to him as soon as is practicable and in any case not later than seven days after the day of termination. Under the Employment Ordinance, any employer who wilfully and without reasonable excuse fails to pay the said sum due to the employee within seven days after the day of termination, commits an offence and is liable to a fine of HK$350,000 and to imprisonment for three years.

Further, the EO provides that if any wages or any sum earned by the employee for work done over the period commencing on the expiry of his wage period next preceding the time of termination up to that time are not paid within seven days from the day on which they become due, the employer shall pay interest at a specified rate on the outstanding amount of wages or sum from the date on which such wages or sum become due up to the date of actual payment. Any employer who wilfully and without reasonable excuse fails to pay such wages or sum within seven days from the day on which they become due, commits an offence and is liable on conviction to a fine of HK$10,000.

Mandatory Provident Fund Schemes Ordinance

The Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (the “MPFSO”) provides that every employer must take all practicable steps to ensure that each employee is covered under a Mandatory Provident Fund (MPF) scheme. An employer who fails to comply with such a requirement may face a fine and imprisonment. The MPFSO provides that an employer must, for each contribution period, (a) from the employer’s own funds, contribute to the relevant MPF scheme the amount determined in accordance with the MPFSO; and (b) deduct from the employee’s relevant income for that period as a contribution by the employee to that scheme the amount determined in accordance with the MPFSO.

The amount to be contributed and/or deducted by an employer for a contribution period is in the case of a casual employee who is a member of an industry scheme, an amount determined by reference to a scale specified in an order made in accordance with the MPFSO.

Employees’ Compensation Ordinance

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (the “ECO”) establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees respectively in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases.

Under the ECO, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment, his employer is generally liable to pay compensation even if the employee might have committed acts of faults or negligence when the accident occurred. Similarly, an employee who suffers incapacity arising from an occupational disease or dies from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational accidents.

Under the ECO, an employer must notify the Commissioner for Labour of any work accident by submitting the prescribed form (within fourteen days after the accident for general work accidents and within seven days after the accident for fatal accidents), irrespective of whether the accident gives rise to any liability to pay compensation. If the happening of such accident was not brought to the notice of the employer or did not otherwise come to his knowledge within such period of seven or fourteen days (as the case may be), then such notice shall be given not later than seven days or, as may be appropriate, fourteen days after the happening of the accident was first brought to the notice of the employer or otherwise came to his knowledge.

The ECO further provides that all employers are required to take out insurance policies to cover their liabilities under the ECO and common law for injuries at workplace for all of their employees. An employer failing to do so is liable on conviction upon indictment to a fine of HK$100,000 and to imprisonment for two years, and on summary conviction to a fine of HK$100,000 and imprisonment for one year.

Minimum Wage Ordinance

The prescribed minimum hourly wage rate (currently set at HK$40.0 per hour) for every employee is govern by the Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) (the “MWO”). Section 15 of the MWO provides that any provision of employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee under the MWO is void.

Independent contractors

Under the Hong Kong laws, a worker may be categorised as either an independent contractor or an employee. There are several important factors to distinguish an employee from an independent contractor, among others, (i) control over work procedures, working time and method; (ii) ownership and provision of work equipment, tools and materials; and (iii) whether the person is free to hire helpers to assist in the work. A company is generally not liable to take up employer’s obligations under the EO, the ECO, the MWO and the MPFSO in respect of its independent contractors.

Occupational Safety and Health Ordinance

The Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong) (the “OSHO”) provides for the safety and health protection to employees in workplaces, both industrial and non-industrial.

Under the OSHO, every employer must, as far as reasonably practicable, ensure the safety and health at work for all employees by:

(a)     providing and maintaining plant and systems of work that are safe and without risks to health;

(b)    making arrangements for ensuring safety and absence of risks to health in connection with the use, handling, storage or transport of plant or substances as regards any workplace under the employer’s control;

(c)     providing all necessary information, instructions, training and supervision to the employee to ensure the safety and health at work;

(d)    providing and maintaining means of access to and egress from the workplace that are safe and without any risks to health; and

(e)     providing and maintaining a working environment for the employees that is safe and without risks to health.

An employer who fails to comply with any of the above provisions commits an offence and is liable on summary conviction to a fine of HK$3,000,000 or on conviction on indictment to a fine of HK$10,000,000. An employer who intentionally knowingly or recklessly fails to comply with any of the above provisions commits an offence and is liable on summary conviction to a fine of HK$3,000,000 and to imprisonment for 6 months or on conviction on indictment to a fine of HK$10,000,000 and to imprisonment for 2 years.

The Commissioner for Labor may by virtue of section 9(1) of the OSHO issue an improvement notice against non-compliance of the OSHO. The Commissioner for Labor may also by virtue of section 10(1) of the OSHO issue a suspension notice against activity or condition of workplace which may create imminent risk of death or serious bodily injury. An employer who fails to comply with an improvement notice without reasonable excuse commits an offence punishable by a fine of HK$400,000 and imprisonment for 12 months. An employer who contravenes a suspension notice without reasonable excuse commits an offence punishable by a fine of HK$1,000,000 and imprisonment for 12 months.

Personal data

Personal Data (Privacy) Ordinance

The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO”) protects the privacy interests of living individuals in relation to personal data. The ordinance covers any automated and non-automated data relating directly or indirectly to a living individual and applies to both public and private bodies as data users that control the collection, holding, processing or use of personal data. There are six principles under the PDPO, which set out the principles in respect of the purpose and manner of collection of data, the accuracy and duration of retention of data, the use of personal data, the security of personal data, the information to be generally available and the access to personal data. In general, the personal data shall be lawfully and fairly collected and steps should be taken to ensure that the data subject is explicitly or implicitly informed on or before collecting the data. Personal data should also be accurate, up-to-date and kept no longer than necessary while unless with the consent from the data subjects, personal data should be used for the purposes for which they were collected or a directly related purpose. The Office of the Privacy Commissioner for Personal Data is the governing body to promote, administer and oversee the enforcement of the PDPO. It has the power to carry out inspections of any personal data systems, to receive complaints from individuals and to investigate data users in respect of the complaints filed.

Intellectual Property

Copyright Ordinance

The Copyright Ordinance (Chapter 528 of the Laws of Hong Kong) protects recognized categories of literary, dramatic, musical and artistic work, as well as sound recordings, films, broadcasts and cable programs, and typographical arrangement of published editions. Certain acts such as copying and/or issuing or making available copies to the public of a copyright work without the authorization from the copyright owner would constitute “primary infringement” of copyright which does not require knowledge of infringement.

According to the Copyright Ordinance, a person may incur civil liability for “second infringement” if that person possesses, sells, distributes or deals with a copy of a work which is, and which he knows or has reason to believe to be, an infringing copy of the work for the purposes of or in the course of any trade or business without the consent of the copyright owner. Nevertheless, the person will only be liable if, at the time he committed the act he knew or had reason to believe that he was dealing with infringing copies. Section 31 of the Copyright Ordinance provides that the copyright in a work is infringed by a person, who, without the licence of the copyright owner, amongst others, possesses for the purpose of or in the course of any trade or business or sells or lets for hire, or offers or exposes for sale or hire a copy of a work which his, and which he knows or had reason to believe to be, an infringing copy of the work.

The Copyright Ordinance also imposes criminal liability under section 118 which provides that a person commits an offence if he, without the consent of the copyright owner of a copyright work, makes for sale or hire an infringing copy of the work or possesses an infringing copy of the work with a view to its being, among other, sold or let for hire by any person for the purpose of or in the course of that trade or business. Section 119A of the Copyright Ordinance provides that when a person, for the purpose of or in the course of a copying service business, possesses a reprographic copy of a copyright work as published in a book, magazine or periodical, being a copy that is an infringing copy of the copyright work. Among other defences, the Copyright Ordinance provides that it is a defence for the person charged to prove that he did not know and had no reason to believe that the copy of a copyright work in question was an infringing copy of the copyright work.

The Copyright Ordinance further provides that any person who contravenes Section 118 or 119A of the Copyright Ordinance shall be guilty of an offence and shall be liable to a fine of HK$50,000 and to imprisonment for 4 years.

Trade Marks Ordinance

The Trade Marks Ordinance provides for the registration, use and protection of trademarks. Under section 18 of the Trade Marks Ordinance, it is provided that a person infringes a registered trademark if the person uses in the course of trade or business a sign which is:

(a)     identical to the trademark in relation to goods or services which are identical to those for which it is registered;

MANAGEMENT

Directors and Executive Officers

The following table provides information regarding our directors and executive officers as of the date of this prospectus:

____________

*        The nominee of independent director will become effective upon the effectiveness of the registration statement of which this prospectus forms a part.

Nana, CHAN is a Director and Chairperson of the Board, overseeing the general corporate strategy and business development and risk management of the Company. Ms. Chan has more than 8 years of experience in the event management industry in Hong Kong. Prior to joining the Company in 2017, Ms. Chan has been serving Irregular Consulting Limited, a financial public relation consultancy firm in Hong Kong, from December 2015 to August 2017 with her last position as account manager (investor relations). Ms. Chan has also worked as a senior visual merchandising officer of Ulferts of Sweden (Far East) Limited from April 2006 to January 2009 and a senior visual merchandising officer of Fantastic Natural Cosmetics Limited from January 2009 to December 2015. Ms. Chan received a higher diploma of 3D (Spatial) Design interior architecture from Caritas Bianchi College of Careers in 2005.

Wai Kwong, POON is a Director and the Chief Executive Officer of the Company, overseeing the general corporate strategy and business operation of the Company. Mr. Poon has more than 20 years of experience in the event management industry in Hong Kong. Prior to joining the Company in 2021, Mr. Poon has accumulated extensive experiences in different brands and event and event and exhibition production agencies in Hong Kong. From 2016 to 2021, he served as the art director of To Be Concepts Limited, an event agency in Hong Kong. Before that, he was the art director of To Be Communications Limited, another event agency in Hong Kong from 2013 to 2016. From 2011 to 2013, he held the role of art director of To Be Design Limited, a design firm in Hong Kong. Earlier in his career, Mr. Poon served as a senior graphic designer of Ulferts of Sweden (Far East) Limited from 2006 to 2010. From 1998 to 2005, Mr. Poon served as a graphic designer of Oriental Press Group, a press group in Hong Kong. From 1995 to 1998, Mr. Poon served as a graphic artist of Design X.O., a design firm in Hong Kong. Mr. Poon completed a Communication Design Diploma Course from Hong Kong Designfirst in 1995.

Hoi Yiu, TSANG is the Chief Financial Officer of the Company. Ms. Tsang has been serving as the Finance Manager of BU Creation Limited, the Company’s operating entity, since April, 2025. From October 2021 to November 2024, Ms. Tsang served as the Audit Senior Associate of Grant Thornton Hong Kong, responsible for the audit assurance and accounting consulting services. From November 2024 to April 2025, Ms. Tsang served as the Assistant Officer of the Internal Audit function of Hong Kong Examinations and Assessment Authority. Ms. Tsang graduated from the Hang Seng University of Hong Kong, with a bachelor’s degree in Business Administration in 2021. Ms. Tsang has also been a member of the Hong Kong Institute of Certified Public Accountants.

Chun Kit, YU is the Board Secretary of the Company. Mr. Yu has also been working for and advising public companies in Hong Kong since 2018. Since February 2024, Mr. Yu served as an independent non-executive director for WK Group Holdings Limited. Since April 2022, he served as an independent non-executive director for Sinohope Technology Holdings Limited. Since September 2019, Mr. Yu served as the company secretary of Global Uin Intelligence Holdings Limited (formerly known as Global Dining Holdings Limited and Singapore Food Holdings Limited). Since April 2018, Mr. Yu has been the financial controller and company secretary of Boltek Holdings Limited. Since August 2024, Mr. Yu served as the director of Junee Limited (NASDAQ: JUNE), a company listed on the NASDAQ Capital Market. From January 2025, Mr. Yu has been an independent director of Skyline Builders Group Holding Limited (NASDAQ: SKBL). In addition to his roles in public companies, Mr. Yu was an assistant manager at Kingston Corporate Finance Limited from 2016-2018, an assistant manager at KPMG from 2014-2015 and an associate at BDO Limited from 2011-2014. Mr. Yu graduated from Hong Kong Polytechnic University with a bachelor’s degree in accounting and finance in 2011. Mr. Yu has also been a member of the Hong Kong Institute of Certified Public Accountants since 2015.

Chun Kit, TSUI will be appointed as an independent director and will be the chairman of the audit committee and the member of the nominating committee and the compensation committee, effective upon the effectiveness of the registration statement of which this prospectus forms a part. He has over 20 years of experience in audit, accounting and finance. He currently serves as the Chief Financial Officer of PS International Group Limited (NASDAQ: PSIG). Mr. Tsui commenced his career at Lawrence Cheung C.P.A. Company Limited from 2000 to 2004 as an audit senior. He then joined BDO McCabe Lo Limited from 2004 to 2005 as an audit senior associate. From 2005 to 2006, Mr. Tsui was a lecturer at Hong Kong Institute of Vocational Education. From 2006 to 2013, he joined PricewaterhouseCoopers Hong Kong, where he provided audit assurance and accounting consulting services to customers in various industries, and his last position was a manager. From 2013 to 2020, he served as the general finance manager of Beijing Energy International Holding Co., Ltd. (formerly known as Panda Green Energy Group Limited)(stock code: 00686.HK). From 2020 to 2022. Mr. Tsui also served as the finance director of Aceso Life Science Group Limited (stock code: 00474.HK). Mr. Tsui obtained a Bachelor degree in Accountancy from Hong Kong Polytechnic University in 2000 and a Master degree in Professional Accountancy from University of London in 2018. He has been a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants since 2008 and 2010, respectively.

Ho Wa, CHA will be appointed as an independent director and will be the chairman of the compensation committee and the member of the audit committee and the nominating committee, effective upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Cha was admitted as a solicitor of the High Court of Hong Kong in 2019 and has been a practicing solicitor since then. Mr. Cha has over 6 years of experience in the legal industry. Mr. Cha has been a consultant of Messrs. Eddie Lee & Co., Solicitors since 2023. Mr. Cha was an assistant solicitor of Messrs. Peter K.S. Chan & Co. from 2018 to 2021 and was a partner from 2021 to 2023. From 2025, Mr. Cha has been an independent director of Skyline Builders Group Holding Limited (NASDAQ: SKBL). Since 2024, Mr. Cha has been an independent non-executive director of WK Group (Holdings) Limited (stock code: 2535.HK). From 2023 to 2024, Mr. Cha was an independent non-executive director of Ficus Technology Holdings Limited (stock code: 8107.HK). From 2020 to 2021, Mr. Cha was an independent non-executive director of Century Energy International Holdings Limited (stock code: 8132.HK). Mr. Cha obtained a Bachelor of Arts from the Chinese University of Hong Kong in 2013, and further obtained a degree of Juris Doctor and a Postgraduate Certificate in Laws from the Chinese University of Hong Kong in 2015 and 2016, respectively.

Pak Lun Patrick, AU will be appointed as an independent director and will be the chairman of the nominating committee and the member of the audit committee and the compensation committee, effective upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Au has served as a director of MANC Family Office Ltd. since 2021 and a director of MMPC World LTD since 2021. Mr. Au was an executive director of QMMM Holdings Limited (NASDAQ: QMMM) from 2023 to 2025, the Chief Financial Officer of ManyMany Creations Limited, a subsidiary of QMMM Holdings Limited, from 2022 to 2025, an executive director of Lapco Holdings Limited (stock code: 8472.HK), a company listed on the Hong Kong Stock Exchange, from 2023 to 2024 and the joint company secretary of Crosstec Group Holdings Ltd. (stock code: 3893.HK), a company listed on the Hong Kong Stock Exchange, from 2022 to 2023. From 2021 to 2022, Mr. Au served as the president, CEO and director of MSB Global Capital Corp (OTC Pink: MSBM). From 2019 to 2021, Mr. Au served as vice president of Greenpro Capital Corp (NASDAQ: GRNQ). From 2017 to 2019, Mr. Au was the assistant accounting manager of Hui Kai Financial Group Limited. From 2016 to 2017, Mr. Au was an associate (financial accounting) of SBI Securities (Hong Kong) Limited. From 2013 to 2015, Mr. Au was an assistant general manager and senior accountant (corp. finance) of Oilco Asia Pacific Limited. From 2012 to 2013, Mr. Au was the audit semi-senior of Kaizen Certified Public Accountants Limited. From 2009 to 2011, Mr. Au was the audit semi-senior level II of Akin CPA Limited. Mr. Au received his master’s degree of Corporate Governance from The Hong Kong Polytechnic University. Mr. Au is a member of Hong Kong Institute of Certified Public Accountants, The Institute of Chartered Accountants in England and Wales, The Hong Kong Chartered Governance Institute and The Chartered Governance Institute of Chartered Governance Professional.

Family Relationships

None of the directors or executive officers have a family relationship as defined in Item 401 of Regulation S-K.

Chinese Communist Party Affiliations

None of the members of our board or the boards of our consolidated foreign operating entities are officials of the Chinese Communist Party (“CCP”). None of the members of our board or the boards of our consolidated foreign operating entities are or were members of, or affiliated with the CCP.

Duties of Directors

Under BVI law, our Directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, the director is required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes our memorandum and articles of association or the BVI Act. You should refer to “Description of Share Capital — Differences in Corporate Law” for additional information on our standard of corporate governance under BVI law.

Terms of Directors

Pursuant to our Amended and Restated Memorandum and Articles of Association, each of our directors holds office for the term, if any, fixed by the resolution of shareholders or resolution of directors appointing him/her, or until his/her earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his/her earlier death, resignation or removal.

Election of Officers

Our executive officers are appointed by, and serve at the discretion of, our board of directors.

Board of Directors

We expect our board of directors to consist of 5 directors, three of whom will be independent as such term is defined by the Nasdaq Capital Market. We expect that all current directors will continue to serve after this Offering.

The directors will be up for re-election at our annual general meeting of shareholders.

A director may vote in respect of any contract or transaction in which he is interested, provided, however that the nature of the interest of any director in any such contract or transaction shall be disclosed by him forthwith after becoming aware of the fact that he is interested in such contract or transaction. A general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any committee thereof to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, shall be sufficient disclosure and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion.

Board Committees

We plan to establish three committees under the board of directors: an audit committee, a compensation committee and a nominating committee. We plan to adopt a charter for each of the three committees. Copies of our committee charters will be posted on our corporate investor relations website prior to our listing on the Nasdaq Capital Market.

Each committee’s members and functions are described below.

Audit Committee.    Our audit committee will consist of Ho Wa, CHA, Chun Kit, TSUI, Pak Lun Patrick, AU upon the effectiveness of their appointments. Chun Kit, TSUI, will be the chair of our audit committee. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

•        appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

•        reviewing with the independent auditors any audit problems or difficulties and management’s response;

•        discussing the annual audited financial statements with management and the independent auditors;

•        reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

•        reviewing and approving all proposed related party transactions;

•        meeting separately and periodically with management and the independent auditors; and

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee.    Our compensation committee will consist of Ho Wa, CHA, Chun Kit, TSUI, Pak Lun Patrick, AU upon the effectiveness of their appointments. Ho Wa, CHA will be the chair of our compensation committee. The compensation committee will be responsible for, among other things:

•        reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

•        reviewing and recommending to the shareholders for determination with respect to the compensation of our directors;

•        reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and

•        selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nominating Committee.    Our nominating committee will consist of Ho Wa, CHA, Chun Kit, TSUI, Pak Lun Patrick, AU upon the effectiveness of their appointments. Pak Lun Patrick, AU will be the chair of our nominating committee. We have determined that Ho Wa, CHA, Chun Kit, TSUI, Pak Lun Patrick, AU satisfy the “independence” requirements under Nasdaq Rule 5605. The nominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating committee will be responsible for, among other things:

•        selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

•        reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;

•        making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and

•        advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

Foreign Private Issuer Exemption

We are a “foreign private issuer”, as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:

•        Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four days of their occurrence, and from the disclosure requirements of Regulation FD.

•        Exemption from Section 16 rules regarding sales of Class A Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.

•        Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption.

•        Exemption from the requirement that our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

•        Exemption from the requirements that director nominees are selected, or recommended for selection by our board of directors, either by (1) independent directors constituting a majority of our board of directors’ independent directors in a vote in which only independent directors participate, or (2) a committee comprised solely of independent directors, and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

Although we are permitted to follow certain corporate governance rules that conform to BVI requirements in lieu of many of the Nasdaq corporate governance rules, we intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers.

Other Corporate Governance Matters

The Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, including us, to comply with various corporate governance practices. In addition, Nasdaq rules provide that foreign private issuers may follow home country practices in lieu of the Nasdaq corporate governance standards, subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws.

Because we are a foreign private issuer, our members of our board of directors, executive board members and senior management are not subject to short-swing profit and insider trading reporting obligations under section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under section 13 of the Exchange Act and related SEC rules.

Remuneration

The directors may receive such remuneration as our board of directors may determine from time to time. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors.

Qualification

There are no membership qualifications for directors. Further, there are no share ownership qualifications for directors. There are no other arrangements or understandings pursuant to which our directors are selected or nominated.

Meetings of directors

Our business and affairs are managed by our board of directors, who will make decisions by voting on resolutions of directors. Our directors are free to meet at such times and in such manner and places within or outside the BVI as the directors determine to be necessary or desirable. A director must be given not less than 3 days’ notice of a meeting of directors. At any meeting of directors, a quorum will be present if not less than one half of the total number of directors is present, unless there are only 2 directors in which case the quorum is 2. An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by a majority of the directors. A person other than an individual which is a shareholder may by a resolution of its directors or other governing body authorize any individual it thinks fit to act as its representative at any meeting of shareholders. The duly authorized representative shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Code of Business Conduct and Ethics, Insider Trading Policy and Executive Compensation Recovery Policy

Prior to the effectiveness of the registration statement of which this prospectus is a part, we intend to adopt (i) a written code of business conduct and ethics; (ii) Insider Trading Policy that applies to our Directors, officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions; and (iii) Executive Compensation Recovery Policy that applies to our officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions, (collectively the “Policies”). We intend to disclose any amendments to the Policies, and any waivers of the Policies for our Directors, executive officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.

Agreements with Executive Officers and/or Directors

We have entered into employment agreements with our senior executives, officers and/or directors.

On December 12, 2024, BUUU entered into separate standard employment agreements with: (a) Mr. Wai Kwong POON, the Director and Chief Executive Officer; (b) Ms. Nana CHAN, the Director and the Chair of the Board; (c) Ms. Hoi Yiu TSANG, the Chief Financial Officer, and (d) Mr. Chun Kit, YU, the Board Secretary, respectively (collectively, the Directors and Officers Employment Agreements) (Ms. Chan, Ms. Tsang, Mr. Poon, and Mr. Yu are collectively referred as the Named Directors and Officers). The initial term of employment under the Directors and Officer Employment Agreements is for a term of one year unless terminated earlier. Upon expiration of the initial-year term, the Directors and Officer Employment Agreements shall be automatically extended for successive one-year terms unless a three-months prior written notice to terminate the Directors and Officer Employment Agreement or unless terminated earlier pursuant to the terms of the Directors and Officer Employment Agreements.

Pursuant to the Directors Employment Agreements, Mr. Poon will receive cash compensation of annual salary of HK$576,000 from BU Creation Limited, BUUU’s operating entity, and nil from BUUU; Ms. Chan will receive cash compensation of annual salary of HK$576,000 from BU Creation Limited, and nil from BUUU; Ms. Tsang will receive cash compensation of annual salary of HK$420,000 from BU Creation Limited, and nil from BUUU Mr. Yu will receive cash compensation of annual salary of HK$180,000 from BU Creation Limited, and nil from BUUU.

BUUU is entitled to terminate their agreement for cause at any time without remuneration for certain acts of the Named Directors and Officers, as being convicted of any criminal conduct, any act of gross or willful misconduct, or any severe, willful, grossly negligent, or persistent breach of any employment agreement provision, or engaging in any conduct which may make the continued employment of such officer detrimental to our company. The Named Directors and Officers have agreed to hold, both during and after the terms of his or her agreement, in confidence and not to use for their benefit or the benefit of any third party, any trade secrets, other information of a confidential nature or non-public information of or relating to us in respect of which we owe a duty of confidentiality to a third party. In addition, each Named Directors and Officers has agreed not to, for a period of one year following the termination of his employment, carry on any business in direct competition with the business of the BUUU group of companies, solicit or seek or endeavor to entice away any customers, clients, representative, or agent of the BUUU group of companies or in the habit of dealing with the BUUU group of companies who is or shall at any time within two years prior to such cessation have been a customer, client, representative, or agent of the BUUU group of companies, and use a name including the words used by the BUUU group of companies in its name or in the name of any of its products, services or their derivative terms, or Chinese or English equivalent in such a way as to be capable of or likely to be confused with the name of the BUUU group of companies.

The Named Directors and Officers will continue to receive cash compensation, in the form of salary from BU Creation Limited, one of the Operating Subsidiaries, pursuant to their Letters of Appointment with BU Creation Limited.

Agreements with independent directors

We will enter into director offer letters with each of our independent director nominees which agreements set forth the terms and provisions of their engagement.

Compensation of Executive Directors and Executive Officers

For the six months ended December 31, 2024, we paid an aggregate of HK$693,000 in cash to our Executive Directors and Executive Officers and for the six months ended December 31, 2023, we paid an aggregate of HK$558,000 in cash to our Executive Directors and Executive Officers. For the financial year ended June 30, 2023, we paid an aggregate of HK$1,030,000 in cash to our Executive Directors and Executive Officers and for the financial year ended June 30, 2024, we paid an aggregate of HK$1,353,000 in cash to our Executive Directors and Executive Officers.

Equity Compensation Plan Information

We have not adopted any equity compensation plans.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2024, and June 30, 2023 and 2024, we had no outstanding equity awards.

RELATED PARTY TRANSACTIONS

We describe below the related party transactions of our Company that occurred during the six months ended December 31, 2024 and 2023, and years ended June 30, 2022, 2023 and 2024, and for the period beginning January 1, 2025 through the date of this prospectus.

The table below sets forth the major related parties and their relationships with our Company:

Amounts due from related parties:

____________

(a)      Amounts due from Nana CHAN (“Ms. Chan”) and Sze Ho LI (“Mr. Li”) represent expense paid on behalf of Ms. Chan and Mr. Li, respectively. The amounts were unsecured, non-interest bearing and due on demand. Ms. Chan and Mr. Li had fully repaid the outstanding balance on November 15, 2024 and October 30, 2024 respectively.

(b)      Amounts due from Wai Kwong POON (“Mr. Poon”) and Suk Ling CHEUNG (“Ms. Cheung”) represent expense paid on behalf of Mr. Poon and Ms. Cheung, respectively. The amounts were unsecured, non-interest bearing and due on demand. On August 16, 2023, Ms. Cheung had legally transferred all of the amount she owed to our Company to Mr. Poon. Mr. Poon had fully repaid the outstanding balance on November 25, 2024.

(c)      Amount due from Yiu Cho CHUNG represents expense paid on behalf of Yiu Cho CHUNG. Yiu Cho CHUNG was no longer a related party upon the completion of the disposal of BU Production on September 23, 2023. Yiu Cho CHUNG had fully repaid the outstanding balance during the year ended June 30, 2024.

(d)      Amount due from BUBI Services Limited (“BUBI”) represents expense paid on behalf of BUBI. The amounts were unsecured, non-interest bearing and due on demand. BUBI had fully repaid the outstanding balance on October 28, 2024.

As of the date of this prospectus, there was no amount due from any related parties.

Amount due to a related party:

Amount due to Chung Yiu CHUNG represents expense paid on behalf of our Company for operating purpose. This balance was recorded in BU Production, which was disposed on September 23, 2023. As a result of the disposal, the assets and liabilities associated with BU Production, including this amount due to Chung Yiu CHUNG, were no longer reflected in the Company’s consolidated financial statements.

As of the date of this prospectus, there was no amount due to any related parties.

Transactions entered with related parties:

Other than the expenses paid on behalf as described in the above, there were no transactions entered with related parties during the six months ended December 31, 2024 and 2023, and years ended June 30, 2024 and 2023, and the period beginning January 1, 2025 through the date of this prospectus.

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to beneficial ownership of our Class A Ordinary Shares and Class B Ordinary Shares as of the date of this prospectus by:

•        Each person who is known by us to beneficially own more than 5% our outstanding Class A Ordinary Shares and Class B Ordinary Shares;

•        Each of our Directors, Director nominees and named executive officers; and

•        All Directors, Director nominees and named executive officers as a group.

The number and percentage of Class A Ordinary Shares and Class B Ordinary Shares beneficially owned before the Offering are based on 10,000,000 Class A Ordinary Shares, no par value per share, and 5,000,000 Class B Ordinary Shares, no par value per share, issued and outstanding as of the date of this prospectus.

Holders of Class A Ordinary Share will be entitled to one vote per share. Holders of Class B Ordinary Shares will be entitled to twenty (20) votes per share. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of either Class A Ordinary Shares or Class B Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities.

In computing the number of Class A Ordinary Shares and Class B Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Class A Ordinary Shares and Class B Ordinary Shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all Class A Ordinary Shares and Class B Ordinary Shares shown as beneficially owned by them.

____________

(1)      Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the Class A Ordinary Shares and Class B Ordinary Shares. All shares represent only Class A Ordinary Shares and Class B Ordinary Shares held by shareholders as no options are issued or outstanding.

(2)      Calculation based on 10,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares issued and outstanding as of the date of this prospectus. Holders of Class A Ordinary Shares are entitled to one (1) vote per share. Holders of Class B Ordinary Shares are entitled to twenty (20) votes per share.

(3)      BUBI Services Limited is an investment holding company incorporated in the British Virgin Islands with its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. BUBI Service Limited is owned as to 40% by Ms. Nana CHAN, our Chair of the Board, and 40% by Mr. Wai Kwong POON, our Chief Executive Officer and Director and 20% by Perfect Wood Limited, a company incorporated in the British Virgin Islands which is owned as to 50% by Mr. Chao YUAN and 50% by Ms. Li PAN. Ms. Pan is also the sole director and sole shareholder of A Max Holding Limited. The members of the board of directors of BUBI Services Limited constituted only by Mr. Wai Kwong POON and Ms. Nana CHAN have voting and dispositive power over the Class A and Class B Ordinary Shares held by BUBI Services Limited and approval of a majority of directors, i.e. jointly by Ms. Chan and Mr. Poon, is required to approve an action. Ms. Chan and Mr. Poon, as a group, may be deemed the beneficial owners of the shares held by BUBI Services Limited, and Ms. Chan and Mr. Poon jointly hold the voting and dispositive power over the Class A Ordinary Shares and Class B Ordinary Shares held by BUBI Services Limited.

(4)      A Max Holding Limited is an investment holding company incorporated in the British Virgin Islands with its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. It is wholly owned by Ms. Li PAN, the sole director and sole shareholder. Therefore, Ms. Li PAN has the voting and dispositive power over the Class A Ordinary Shares held by A Max Holding Limited, and Ms. Pan is deemed as the beneficial owners of the shares held by A Max Holding Limited.

DESCRIPTION OF SHARES

We are a British Virgin Islands business company incorporated under the laws of BVI on April 16, 2024, and our affairs are governed by our memorandum and articles of association (as amended and restated from time to time), and the BVI Business Companies Act of 2020 (as amended) (the “BVI Act”) which is referred to as the BVI Act below and the common law of the British Virgin Islands.

As of the date of this prospectus, we are authorized to issue 250,000,000 Class A Ordinary Shares with no par value each and 250,000,000 Class B Ordinary Shares with no par value each. All of our shares to be issued in the offering will be issued as fully paid. As of the date of this prospectus, there were 10,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares issued and outstanding.

Ordinary Shares

As of the date of this Prospectus, the Company has no outstanding options, warrants and other convertible securities.

Listing

We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “BUUU.” We cannot guarantee that we will be successful in listing on Nasdaq; however, we will not complete this offering unless we receive conditional approval letter.

Transfer Agent and Registrar

The transfer agent and registrar for the Class A Ordinary Shares is VStock Transfer, LLC.

Dividends

The holders of BUUU’s Class A Ordinary Shares are entitled to such dividends as may be declared by our board of directors, subject to the BCA. Our Amended and Restated Memorandum and Articles of Association provide that the directors may from time to time declare dividends (including interim dividends) and other distributions on shares of the Company in issue and authorize payment of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due. Under the laws of the British Virgin Islands, our Company may pay a dividend if the board of directors are satisfied, on reasonable grounds that, immediately after the distribution, the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due.

Voting Rights

Any action required or permitted to be taken by the shareholders must be effected at a duly called meeting of the shareholders entitled to vote on such action or may be effected by a resolution of members in writing, each in accordance with the Amended and Restated Memorandum and Articles of Association. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to a vote at general meetings of our company. Each Class B Ordinary Share shall be entitled to twenty (20) votes on all matters subject to a vote at general meetings of our company. At any meeting the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. At each meeting of shareholders, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have the corresponding vote(s) for the shares that such shareholder holds.

Cumulative Voting

Delaware law permits cumulative voting for the election of directors only if expressly authorized in the certificate of incorporation. There are no prohibitions in relation to cumulative voting under the laws of the BVI but our Amended and Restated Memorandum and Articles of Association do not provide for cumulative voting.

Transfer of ordinary shares

Subject to the restrictions contained in our Amended and Restated Memorandum and Articles of Association, the lock-up agreements as described in below and applicable securities laws any of our shareholders may transfer all or any of his or her ordinary shares by a written instrument of transfer signed by the transferor and containing the name and address of the transferee. For so long as the Class A Ordinary Shares are listed on the Nasdaq Capital Market, Class A Ordinary Shares may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to shares registered on the Nasdaq Capital Market. Subject to our Amended and Restated Memorandum and Articles of Association, our board of directors may resolve by resolution to refuse or delay the registration of the transfer of any Ordinary Shares. If our board of directors resolves to refuse or delay any transfer, it shall specify the reasons for such refusal in the resolution. Our directors may not resolve or refuse or delay the transfer of the Ordinary Shares unless (a) the Ordinary Shares are not fully paid up or on which our Company has a lien; (b) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred exceeds four. If the Directors refuse to register a transfer they shall, within one (1) month after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

Liquidation

As permitted by the BVI Act and our Amended and Restated Memorandum and Articles of Association, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors or resolution of shareholders provided the shareholders have approved, by resolution of shareholders, a liquidation plan approved by the directors, if our assets equal or exceed our liabilities and we are able to pay our debts as they fall due. We may also be wound up in circumstances where we are insolvent in accordance with the terms of the BVI Insolvency Act, 2003 (as amended).

Pre-emptive Rights

There are no pre-emptive rights applicable to the issue by us of Ordinary Shares under our Amended and Restated Memorandum and Articles of Association.

Our Memorandum and Articles of Association

The following are summaries of the material provisions of our amended and restated memorandum and articles of association and the BVI Act, insofar as they relate to the material terms of our Ordinary Shares. They do not purport to be complete. Reference is made to our amended and restated memorandum and articles of association, which is currently effective, copies of which are filed as an exhibit to the registration statement of which this prospectus is a part (and which is referred to in this section as, respectively, the “memorandum” and the “articles”).

Meetings of Shareholders

The directors may convene a meeting of shareholders whenever they think necessary or desirable. We must provide written notice of all meetings of shareholders, stating the time, date and place at least 7 days before the date of the proposed meeting to those persons whose names appear as shareholders in the register of members on the date of the notice and are entitled to vote at the meeting. Our board of directors must convene a general meeting upon the written requisition of one or more shareholders entitled to attend and vote at general meeting of the Company holding not less than 30% of the voting rights in respect to the matter for which the meeting is requested.

No business may be transacted at any general meeting unless a quorum is present at the time the meeting proceeds to business. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than fifty per cent (50%) of the votes of the shares entitled to vote on resolutions of members to be considered at the meeting. If, within two hours from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved. In any other case, it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place and if, at the adjourned meeting, there are present within one hour from the time appointed for the meeting in person or by proxy not less than one-third of the votes of the shares or each class or series of shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be

dissolved. At every meeting, the chairman of the board of directors shall preside as chairman of the meeting. If there is no chairman of the board of directors or if the chairman of the board of directors is not present at the meeting, the members present shall choose one of their number to be the chairman.

A corporation that is a shareholder shall be deemed for the purpose of our amended and restated memorandum and articles of association to be present at a general meeting in person if represented by its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.

Meetings of Directors

The business of our company is managed by the directors. Our directors are free to meet at such times and in such manner and places within or outside the BVI as the directors determine to be necessary or desirable. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only two directors in which case the quorum is two. An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by all of the directors.

Calls on Ordinary Shares and forfeiture of Ordinary Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a written notice served to such shareholders at least fourteen (14) days prior to the specified time of payment. The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption, Repurchase and Surrender of Ordinary Shares

Subject to the provisions of the BVI Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by our Amended and Restated Memorandum and Articles of Association and subject to any applicable requirements imposed from time to time by, the BVI Act, the SEC, the NASDAQ Capital Market, or by any recognized stock exchange on which our securities are listed.

Variations of Rights of Shares

The rights attached to our shares may only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than 50 per cent (50%) of the issued shares of that class.

Changes in the number of shares we are authorized to issue and those in issue

We may from time to time by resolution of our board of directors or by a resolution of shareholders:

•        amend our memorandum of association to increase or decrease the maximum number of shares we are authorized to issue;

•        subject to our memorandum of association, divide our authorized and issued shares into a larger number of shares; and

•        subject to our memorandum of association, combine our authorized and issued shares into a smaller number of shares.

Inspection of Books and Records

Under the BVI Act, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the Registrar of Corporate Affairs which will include the Company’s certificate of incorporation, its Memorandum and Articles of Association (with any amendments) and records of annual fees paid to date and will also disclose any articles of dissolution, articles of merger and a register of charges if the Company has elected to file such a register.

Under the BVI Act, a member of the Company is also entitled, upon giving written notice to us, to inspect (i) our Amended and Restated Memorandum and Articles of Association, (ii) the register of members, (iii) the register of directors and (iv) minutes of meetings and resolutions of members and of those classes of members of which that member is a member, and to make copies and take extracts from the documents and records referred to in (i) to (iv) above. However, our directors may, if they are satisfied that it would be contrary to the Company’s interests to allow a member to inspect any document, or part of a document specified in (i) to (iv) above, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts or records. See “Where You Can Find Additional Information.” Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI court for an order that he should be permitted to inspect the document or to inspect the document without limitation.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by our amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Issuance of additional Ordinary Shares

Our amended and restated memorandum and articles of association authorizes our board of directors to issue additional Ordinary Shares from authorized but unissued shares, to the extent available, from time to time as our board of directors shall determine.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company.

Differences in Corporate Law

The BVI Act and the laws of the British Virgin Islands affecting British Virgin Islands companies like us and our shareholders differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the British Virgin Islands applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements

Under the laws of the British Virgin Islands, two or more companies may merge or consolidate in accordance with Section 170 of the BCA. A merger means the merging of two or more constituent companies into one of the constituent companies and a consolidation means the uniting of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation, which must be authorized by a resolution of shareholders. While a director may vote on the plan of merger or consolidation, even if he has a financial interest in the plan, the interested director must disclose the interest to all other directors of the Company promptly upon becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company. A transaction entered into by our Company in respect of which a director is interested (including a merger or consolidation) is voidable by us unless the director’s interest was (a) disclosed to the board prior to the transaction or (b) the transaction is (i) between the director and the Company and (ii) the transaction is in the ordinary course of the Company’s business and on usual terms and conditions. Notwithstanding the above, a transaction entered into by the Company is not voidable if the material facts of the interest are known to the shareholders and they approve or ratify it or the Company received fair value for the transaction. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting to approve the plan of merger or consolidation. The shareholders of the constituent companies are not required to receive shares of the surviving or consolidated company but may receive debt obligations or other securities of the surviving or consolidated company, other assets, or a combination thereof. Further, some or all of the shares of a class or series may be converted into a kind of asset while the other shares of the same class or series may receive a different kind of asset. As such, not all the shares of a class or series must receive the same kind of

consideration. After the plan of merger or consolidation has been approved by the directors and authorized, by a resolution of the shareholders, articles of merger or consolidation are executed by each company and filed with the Registrar of Corporate Affairs in the British Virgin Islands.

A shareholder may dissent from a mandatory redemption of his or her shares, an arrangement (if permitted by the court), a merger (unless the shareholder was a shareholder of the surviving company prior to the merger and continues to hold the same or similar shares after the merger) or a consolidation. A shareholder properly exercising his dissent rights is entitled to a cash payment equal to the fair value of his or her shares.

A shareholder dissenting from a merger or consolidation must object in writing to the merger or consolidation before the vote by the shareholders on the merger or consolidation, unless notice of the meeting was not given to the shareholder. If the merger or consolidation is approved by the shareholders, the Company must give notice of this fact to each shareholder within 20 days (from the date of notice) who gave written objection. These shareholders then have 20 days from the date of such notice to give to the Company their written election in the form specified by the BCA to dissent from the merger or consolidation, provided that in the case of a merger, the 20 days starts when the plan of merger is delivered to the shareholder. Upon giving notice of his election to dissent, a shareholder ceases to have any shareholder rights except the right to be paid the fair value of his or her shares. As such, the merger or consolidation may proceed in the ordinary course notwithstanding his dissent. Within seven days of the later of the delivery of the notice of election to dissent and the effective date of the merger or consolidation, the Company must make a written offer to each dissenting shareholder to purchase his shares at a specified price per share that the Company determines to be the fair value of the shares. The Company and the shareholder then have 30 days to agree upon the price. If the Company and a shareholder fail to agree on the price within the 30 days, then the Company and the shareholder shall, within 20 days immediately following the expiration of the 30-day period, each designate an appraiser and these two appraisers shall designate a third appraiser. These three appraisers shall fix the fair value of the shares as of the close of business on the day prior to the shareholders’ approval of the transaction without taking into account any change in value as a result of the transaction.

Shareholders’ Suits

There are both statutory and common law remedies available to our shareholders as a matter of British Virgin Islands law. These are summarized below.

Prejudiced members

A shareholder who considers that the affairs of the Company have been, are being, or are likely to be, conducted in a manner that is, or any act or acts of the Company have been, or are, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him in that capacity, can apply to the court under Section 184I of the BVI Act, inter alia, for an order that his shares be acquired, that he be provided compensation, that the British Virgin Islands Court regulate the future conduct of the Company, or that any decision of the Company which contravenes the BVI Act or our Amended and Restated Memorandum and Articles of Association be set aside.

Derivative actions

Section 184C of the BVI Act provides that a shareholder of a company may, with the leave of the Court, bring an action in the name of the Company in certain circumstances to redress any wrong done to it. Such actions are known as derivative actions. The BVI Court may only grant permission to bring a derivative action where the Court is satisfied that:

•        the Company does not intend to bring, diligently continue or defend or discontinue proceedings; and

•        it is in the interests of the Company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole.

When considering whether to grant leave, the British Virgin Islands Court is also required to have regard to the following matters:

•        whether the shareholder is acting in good faith;

•        whether a derivative action is in the Company’s best interests, taking into account the directors’ views on commercial matters;

•        whether the action is likely to proceed;

•        the costs of the proceedings in relation to the relief likely to be obtained; and

•        whether an alternative remedy is available.

Just and equitable winding up

In addition to the statutory remedies outlined above, shareholders can also petition the BVI Court for the winding up of a company under the BVI Insolvency Act, 2003 (as amended) for the appointment of a liquidator to liquidate the Company and the court may appoint a liquidator for the Company if it is of the opinion that it is just and equitable for the court to so order. Save in exceptional circumstances, this remedy is generally only available where the Company has been operated as a quasi-partnership and trust and confidence between the partners has broken down.

Indemnification of directors and executive officers and limitation of liability

British Virgin Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Under our Amended and Restated Memorandum and Articles of Association, we indemnify against all expenses, including legal expenses, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who: (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or (b) is or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

These indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Directors’ fiduciary duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.

The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.

Under British Virgin Islands law, a director of a British Virgin Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act in good faith in the best interests of the Company, a duty not to make a personal profit based on his position as director (unless the company permits him to do so), a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party and a duty to exercise powers for the purpose for which such powers were intended. A director of a British Virgin Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a

greater degree of skill than may reasonably be expected from a person carrying out the same functions as are carried out by that director in relation to the company. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the British Virgin Islands.

Shareholder action by written consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. British Virgin Islands law provides that shareholder may approve corporate matters by way of a written resolution without a meeting signed by or on behalf of shareholders sufficient to constitute the requisite majority of shareholders who would have been entitled to vote on such matter at a general meeting; provided that if the consent is less than unanimous, notice must be given to all non-consenting shareholder. Our Amended and Restated Memorandum and Articles of Association does permit shareholders to act by written consent.

Shareholder proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. The BCA does not provide shareholders with any right to requisition a general meeting or to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our articles of association allow our shareholders holding at least 30% of the voting rights of our Company at general meetings to requisition a meeting of shareholders, in which case our board is obliged to convene a meeting of shareholders and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders’ meeting, our articles of association do not provide our shareholders with any other right to put proposals before meetings of shareholders. As a British Virgin Islands business company, we are not obliged by law to call shareholders’ annual general meetings.

Cumulative voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the British Virgin Islands but our Amended Memorandum and Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Amended and Restated Memorandum and Articles, subject to certain restrictions as contained herein, directors can be removed from office, with or without cause, by a resolution of shareholders passed at a meeting of shareholders called for the purposes of removing the director or for purposes including the removal of the director or by written resolutions passed at least 75 percent of the vote of the shareholders entitled to vote or by a resolution of directors of our Company.

Transactions with interested shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or more of the target’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which

TAXATION

The following sets forth the material BVI, Hong Kong and U.S. federal income tax consequences related to an investment in our Class A Ordinary Shares. It is directed to U.S. Holders (as defined below) of our Class A Ordinary Shares and is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This description does not deal with all possible tax consequences relating to an investment in our Class A Ordinary Shares, such as the tax consequences under state, local and other tax laws.

The following brief description applies only to U.S. Holders (defined below) that hold Class A Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the tax laws of the United States in effect as of the date of this prospectus and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this prospectus, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of shares and you are, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;

•        an estate whose income is subject to U.S. federal income taxation regardless of its source; or

•        a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

WE URGE POTENTIAL PURCHASERS OF OUR SHARES TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR SHARES.

Material United States Federal Income Tax Considerations

The following discussion is a summary of United States federal income tax considerations relating to the ownership and disposition of our Class A Ordinary Shares by a U.S. holder (as defined below) that holds our Class A Ordinary Shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal income tax law, which is subject to differing interpretations and may be changed, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, including investors subject to special tax rules (for example, banks or other financial institutions, insurance companies, broker-dealers, pension plans, cooperatives, traders in securities that have elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, real estate investment trusts, and tax-exempt organizations (including private foundations)), holders who are not U.S. holders, holders who own (directly, indirectly, or constructively) 10% or more of our voting shares, holders who will hold their Class A Ordinary Shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes, or investors that have a functional currency other than the United States dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss any non-United States, alternative minimum tax, state, or local tax considerations, or the Medicare tax on net investment income. Each U.S. holder is urged to consult its tax advisors regarding the United States federal, state, local, and non-United States income and other tax considerations with respect to the ownership and disposition of our Class A Ordinary Shares.

General

For purposes of this discussion, a “U.S. holder” is a beneficial owner of our Class A Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under applicable United States Treasury regulations.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Class A Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our Class A Ordinary Shares and partners in such partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment in our Class A Ordinary Shares.

Passive Foreign Investment Company Considerations

A non-United States corporation, such as our company, will be a “passive foreign investment company,” or “PFIC,” for United States federal income tax purposes, if, in any particular taxable year, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the average quarterly value of its assets (as determined on the basis of fair market value) during such year produce or are held for the production of passive income. For this purpose, cash is categorized as a passive asset and the company’s unbooked intangibles associated with active business activities may generally be classified as active assets. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.

The discussion below under “Dividends” and “Sale or Other Disposition of Class A Ordinary Shares” is written on the basis that we will not be or become a PFIC for United States federal income tax purposes. The United States federal income tax rules that apply if we are a PFIC for the current taxable year or any subsequent taxable year are generally discussed below under “Passive Foreign Investment Company Rules.”

Dividends

Subject to the PFIC rules discussed below, any cash distributions (including the amount of any tax withheld) paid on our Class A Ordinary Shares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. holder as dividend income on the day actually or constructively received by the U.S. holder. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be reported as a “dividend” for United States federal income tax purposes. A non-corporate recipient of dividend income will generally be subject to tax on dividend income from a “qualified foreign corporation” at a reduced United States federal tax rate rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period requirements are met.

A non-United States corporation (other than a corporation that is a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) will generally be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (b) with respect to any dividend it pays on stock which is readily tradable on an established securities market in the United States. In the event we are deemed to be a resident enterprise under the PRC Enterprise Income Tax Law, we may be eligible for the benefits of the United States-PRC income tax treaty (which the U.S. Treasury Department has determined is satisfactory for this purpose) and in that case we would be treated as a qualified foreign corporation with respect to dividends paid on our Class A Ordinary Shares. Each non-corporate U.S. holder is advised to consult its tax advisors regarding the availability of the reduced tax rate applicable to qualified dividend income for any dividends we pay with respect to our Class A Ordinary Shares. Dividends received on the Class A Ordinary Shares will not be eligible for the dividends received deduction allowed to corporations.

Dividends will generally be treated as income from foreign sources for United States foreign tax credit purposes and will generally constitute passive category income. In the event that we are deemed to be a PRC “resident enterprise” under the Enterprise Income Tax Law, a U.S. holder may be subject to PRC withholding taxes on dividends paid on our Class A Ordinary Shares. In that case, a U.S. holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on Class A Ordinary Shares. A U.S. holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings, but only for a year in which such U.S. holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. holders are advised to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Sale or Other Disposition of Class A Ordinary Shares

Subject to the Passive Foreign Investment Company (PFIC) rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Class A Ordinary Shares. The gain or loss will be treated as a capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Class A Ordinary Shares for more than one year, you will be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes.

Passive Foreign Investment Company Rules

Based on our current and anticipated operations and the composition of our assets, we were not PFIC for U.S. federal income tax purposes. Depending on the amount of cash we raise in this Offering, together with any other assets held for the production of passive income, it is possible that, for our taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income, in which case we would be deemed a PFIC, which could have adverse US federal income tax consequences for US taxpayers who are shareholders. We will make this determination following the end of any particular tax year. PFIC status is a factual determination for each taxable year which cannot be made until the close of the taxable year. A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the US Internal Revenue Code (“IRC”), for any taxable year if either:

•        at least 75% of its gross income is passive income; or

•        at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

We will be treated as owning our proportionate share of the assets and earning our proportionate share of income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.

We must make a separate determination each year as to whether we are a PFIC, however, and there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. Depending on the amount of cash we raise in this Offering, together with any other assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. In addition, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Class A Ordinary Shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Class A Ordinary Shares and the amount of cash we raise in this Offering. Accordingly, fluctuations in the market price of the Class A Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this Offering. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Class A Ordinary Shares from time to time and the amount of cash we raise in this Offering) that may not be within our control. If we are a PFIC for any year during which you hold Class A Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Class A Ordinary Shares. If we cease to be a

PFIC and you did not previously make a timely “mark-to-market” election as described below, you will continue to be treated as a PFIC, however, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Class A Ordinary Shares.

If we are a PFIC for any taxable year during which you hold Class A Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Class A Ordinary Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Class A Ordinary Shares will be treated as an excess distribution. Under these special tax rules:

•        the excess distribution or gain will be allocated ratably over your holding period for the Class A Ordinary Shares;

•        the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income,

•        the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year, and

•        an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Class A Ordinary Shares cannot be treated as capital, even if you hold the Class A Ordinary Shares as capital assets.

A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for the Class A Ordinary Shares, you will include in income each year an amount equal to the excess, if any, of the fair market value of the Class A Ordinary Shares as of the close of your taxable year over your adjusted basis in such Class A Ordinary Shares. You are allowed a deduction for the excess, if any, of the adjusted basis of the Class A Ordinary Shares over their fair market value as of the close of the taxable year. However, deductions are allowable only to the extent of any net mark-to-market gains on the Class A Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Class A Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the Class A Ordinary Shares, as well as to any loss realized on the actual sale or disposition of the Class A Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Class A Ordinary Shares. Your basis in the Class A Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “— Taxation of Dividends and Other Distributions on our Class A Ordinary Shares” generally would not apply.

The mark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including the Nasdaq Capital Market. If the Class A Ordinary Shares are regularly traded on the Nasdaq Capital Market and if you are a holder of Class A Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.

Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Class A Ordinary Shares in any year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 regarding distributions received

on the Class A Ordinary Shares and any gain realized on the disposition of the Class A Ordinary Shares. If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Class A Ordinary Shares, then such Class A Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Class A Ordinary Shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Class A Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Class A Ordinary Shares for tax purposes.

IRC Section 1014(a) provides for a step-up in basis to the fair market value for our Class A Ordinary Shares when inherited from a decedent that was previously a holder of our Class A Ordinary Shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) our Class A Ordinary Shares, or a mark-to-market election and ownership of those Class A Ordinary Shares are inherited, a special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the IRC Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Class A Ordinary Shares from a U.S. Holder to not get a step-up in basis under IRC Section 1014 and instead will receive a carryover basis in those Class A Ordinary Shares.